UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  (mark one)  [ x ]         Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934  For the fiscal year ended December 31, 2010  or  [  ]           Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  For the transition period from _______________ to _______________  Commission file number: 000-54115  PARALLAX DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter)  Nevada
     27-2332860(State or other jurisdiction
     (I.R.S. Employerof incorporation or organization)
     Identification No.)
  2 Canal Park, 5th Floor Cambridge, MA 02141 (Address of Principal Executive Offices)(Zip Code)  (617) 209-7999 (Registrants telephone number, including area code)  ABC Acquisition Corp 1502 300 Center Ave. Ste. 202 Bay City, MI 48708 (Former name or former address, if changed since last report)   Securities registered pursuant to Section 12(b) of the Act:  None  Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.0001 par value per share  (Title of Class)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


---



Yes ̈Nox  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNo ̈  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ̈No ̈  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  Large accelerated
  filer ̈
 Accelerated filer ̈Non-accelerated
  filer ̈(Do
  not check if smaller reporting company)
 Smaller reporting companyx
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.) Yes ̈Nox  The
aggregate market value of the registrant's voting and non-voting common stock
held by non-affiliates of the registrant on June 30, 2010, was $3,500.00
(computed by reference to the price at which the registrant’s common stock was
last sold).  As
of April 15, 2011, the registrant had 28,000,000 shares of Common Stock, $0.0001
par value, issued and outstanding.  NO DOCUMENTS INCORPORATED BY REFERENCE


---



PARALLAX DIAGNOSTICS, INC.  2010 FORM 10-K ANNUAL REPORT  TABLE OF CONTENTS  PART I
 
 3ITEM 1.
 Business
 4ITEM 1A.
 Risk Factors
 17ITEM 1B.
 Unresolved Staff Comments
 32ITEM 2.
 Properties
 33ITEM 3.
 Legal Proceedings
 33ITEM 4.
 Removed and Reserved
 37PART II
 
 37ITEM 5.
 Market for Registrant’s
  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
  Securities
 37ITEM 6.
 Selected Financial Data
 42ITEM 7.
 Management’s Discussion and
  Analysis of Financial Condition and Results of Operations
 42ITEM 7A.
 Quantitative and
  Qualitative Disclosures about Market Risk
 55ITEM 8.
 Financial Statements and
  Supplementary Data
 56ITEM 9.
 Changes in and
  Disagreements with Accountants on Accounting and Financial Disclosure
 80ITEM 9A.
 Controls and Procedures
 80ITEM 9B.
 Other Information
 81PART III
 
 82ITEM 10.
 Directors, Executive
  Officers and Corporate Governance
 82ITEM 11.
 Executive Compensation
 82ITEM 12.
 Security Ownership of
  Certain Beneficial Owners and Management and Related Stockholder Matters
 82ITEM 13.
 Certain Relationships and
  Related Transactions, and Director Independence
 82ITEM 14.
 Principal Accounting Fees
  and Services
 82PART IV
 
 83ITEM 15.
 Exhibits, Financial
  Statement Schedules
 83


---



PART I  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS  This 2010 Annual Report on Form 10-K, including the sections
entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Business,” contains “forward-looking statements”
that include information relating to future events, future financial
performance, strategies, expectations, competitive environment, regulation and
availability of resources.  These forward-looking statements include,
without limitation, statements regarding: proposed new products or services;
our statements concerning litigation or other matters; statements concerning
projections, predictions, expectations, estimates or forecasts for our
business, financial and operating results and future economic performance;
statements of management’s goals and objectives; trends affecting our financial
condition, results of operations or future prospects; our financing plans or
growth strategies; and other similar expressions concerning matters that are
not historical facts.  Words such as “may,” “will,” “should,”
“could,” “would,” “predicts,” “potential,” “continue,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and
similar expressions, as well as statements in future tense, identify
forward-looking statements.  Forward-looking statements should not be read as a
guarantee of future performance or results, and will not necessarily be
accurate indications of the times at, or by which, that performance or those
results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management’s good faith belief as of
that time with respect to future events, and are subject to risks and
uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause these differences include, but
are not limited to:  ·
 our
  inability to raise additional funds to support operations and capital
  expenditures;
  ·
 our
  inability to achieve greater and broader market acceptance of our products
  and services in existing and new market segments;
  ·
 our
  inability to successfully compete against existing and future competitors;
  ·
 our
  inability to manage and maintain the growth of our business;
  ·
 our
  inability to protect our intellectual property rights; and
  ·
 other
  factors discussed under the headings “Management’s Discussion and Analysis of
  Financial Condition and Results of Operations” and “Business.”
  Forward-looking statements speak only as of the date
they are made. You should not put undue reliance on any forward-looking
statements. We assume no obligation to update forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent required by
applicable securities laws.  If we do update one or more forward-looking
statements, no inference should be drawn that we will make additional updates
with respect to those or other forward-looking statements.       ITEM 1.
 BUSINESS
  With respect to this discussion, the terms “we” “us”
“our” and the “Company” refer to Parallax Diagnostics, Inc.  (a)
 Corporate History and Background.


---



We were incorporated in the State of Nevada on April 12,
2010.Prior to the acquisition transaction
described above under “Item 1.01” of this current report, our business purpose was
to seek the acquisition of or merger with, an existing private company. 
Accordingly,we were engaged in organizational efforts in order to put
us in a position where we could seek to target and eventually acquire an
existing private company. On
January 11, 2011 (the “Closing Date”), we entered into and closed a share
exchange agreement (the “Share Exchange Agreement”) with Amersey Investments,
LLC (“Amersey”), Parallax Diagnostics, Inc., a Delaware corporation
(“Parallax”) and its sole shareholder, Montecito Bio Sciences, Ltd.
(“Montecito”). On the Closing Date, pursuant to the terms and conditions of the
Share Exchange Agreement, (i) we acquired 100% of the issued and outstanding
shares of common stock of Parallax in exchange for the issuance of 21,000,000
shares of our common stock, par value $0.0001 and (ii) Parallax merged with and
into the Company whereupon the Company continued as the surviving entity and
the corporate existence of Parallax ceased (the “Merger”).  Additionally, as
further consideration for the share exchange and Merger and in accordance with
the Shares Exchange Agreement, Amersey cancelled to treasury 28,000,000 shares
of our common stock. As a result of the transactions effected by the Share Exchange
Agreement, (i) the former business of Parallax is now our sole business and
(ii)there is a change of control whereby
the former shareholder of Parallax, Montecito, will now own a controlling 75%
ownership interest in the Company. As a further condition of the Share Exchange Agreement,
the current officers and directors of the Company resigned and J. Michael
Redmond was appointed to serve as a Director and also as the CEO and President
of the Company.  Additionally, Mr. Norman A. Kunin was appointed to serve as
the Company’s CFO, Mr. Mike Contarino was appointed to serve as the Company’s
Vice President and Dr. Roger Morris was appointed to serve as the Company’s
Chief Science Officer.  Mr. Edward W. Withrow III, Dr. Jorn Gorlach, Mr. Anand
Kumar, Mr. David Engert and Mr. E. William Withrow Jr. were appointed to serve
as Directors.  Parallax was incorporated in the State of Delaware on
December 30, 2008 under the name Roth Kline, Inc. Roth Kline, Inc. was renamed
Parallax Diagnostics, Inc. on December 29, 2010.  Parallax was a development
stage company whose principal line of business was in the bio-medical sector. 
More specifically, Parallax was focused on the exploitation of a proprietary
diagnostic and monitoring platform and processes in the area of infectious
disease.  Please note that, except as otherwise indicated,the information hereinafter
provided in this Form 10-Krelates to the combined enterprises of Parallax and the Company
after the Merger.   (b)
 Business of Issuer.
  Business Overview  We are currently headquartered in Cambridge,
Massachusetts. On September 10, 2010, Parallax entered into an Agreement of the
Assignment of Intellectual Property (the “Assignment Agreement”) and an
Agreement of the License of Intellectual Property (the “License Agreement”)
with Montecito.  Pursuant to the terms and conditions of the Assignment
Agreement, Parallax acquired the right, title, and interest to certain FDA
510(k) cleared tests in the area of infectious diseases in consideration for
the payment of $750,000 and the issuance of 1,500 shares of common stock of
Parallax to Montecito.  Moreover, pursuant to the terms and conditions of the
License Agreement, Parallax acquired an exclusive license to a suite of
proprietary medical devices, tests and utility processes which include: Method
of Producing a Plurality of Isolated Antibodies, Method of Producing Drugs,
Targeting Moieties or Diagnostics, Method for Determining the Immune State of a
Subject & Portable Apparatus for Improved Sample Analysis in the
Territories of Use and in the Field of Use. Montecito’s desk-top analyzer and
six of its tests are 510(k) cleared for commercial sale in the U.S.   The
license was granted in consideration for the payment of a license fee of
$750,000 and the issuance of 7,500 shares of common stock of Parallax to
Montecito. We have recently initiated the development of a novel CD4 rapid
point-of-care test for the monitory of immune status in a patient.  The
foregoing summaries of the Assignment Agreement and License Agreement are not
complete and are qualified in their entirety by reference to the complete text of the Assignment Agreement and License Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.


---



In recent years, there has been a continuing shift from the use of laboratory-based analyzers to more technologically advanced point-of-care tests that can be performed in a matter of minutes. Unlike the centralized clinical laboratory segment, which is mature and highly competitive, the point-of-care market is still a relatively early stage market. Although certain simple single analyte diagnostic tests have been developed, such tests have remained incapable of precise and highly sensitive quantitative measurements. As a result, medical tests that require precise quantization of the target analyte have remained the domain of immunoassay analyzers. We believe that there is significant market potential for advanced point-of-care diagnostic products that provide quick and accurate diagnosis during a patient visit, shortening the decision time to medical intervention and minimizing the need for additional patient follow-up, thereby reducing overall health care delivery costs.  We believe that there is enormous growth opportunity for the exploitation of the Target System platform in developing nations and regions such as Africa, India, South America, Eastern Europe, Russia and Asia as well as developed markets of North America and Western Europe. One of the first initiatives to be developed for this market will combine the portable Target System Diagnostic Analyzer with two tests for the monitoring of AIDS/TB patients through the use of a proprietary rapid point-of-care immunoassay CD4 test that the Company has begun developing.  Point-of-care diagnostic kits typically consist of test strips that the health care provider tips with a swab sputum or finger-stick of blood and inserts into a hand-held device for near-immediate answers to yes-no, high-low questions.  They are simple to use and cheap, fast, disposable and reliable within an acceptable range. For the more quantitative and definitive antibody screening needed in most situations, though, a more substantial amount of blood must be sent out to a diagnostic lab, and hours or days later results from an enzyme-linked immunosorbent assay (ELISA) arrive. These tests are comparatively complex, expensive, and time consuming; only centralized diagnostic facilities can manage sample handling and the cost of instruments and reagents.  A point-of-care instrument that has the advantage of a test strip device in terms of ease of use and rapid results along with ELISA-like capabilities for major diseases would circumscribe diagnosis routinely within the course of a patient visit. That would revolutionize diagnostic practices. We have developed just such a device that we intend to sell to doctors and health care providers through our sector-specific subsidiaries.  Our FDA 510(k) cleared desktop analyzer and hand-held immunoassay system incorporates a unique flow-through rapid antigen test platform configuration to produce high-performance quantitative blood test results with the ease of use of rapid qualitative diagnostic strips.  The technology, the Target System, consists of a unique disposable cartridge with preloaded reagents capable of testing a multiple test markers and a desktop diagnostic analyzer and hand-held hardware unit similar in size to a mobile phone/PDA.  The Parallax device requires a finger-stick of blood and provides results in minutes.  The simplicity of the fully loaded disposable test cartridge and subsequent ease-of-use alleviates the regulatory burden on the physician or hospital, which for a quantitative test, is required to have qualified staff draw blood, subsequently spin down the collected sample to obtain serum, and utilize the necessary reagents to conduct the test.  TheTarget System Diagnostic Platform is a Controlled Flow-Through Rapid Immunoassay Test, offering an array of improved modifications and features to the traditional Flow-through Immunoassay Test. With its Platform uniformity, patented vacuum pump, absorption layer for sample overflow, and complete compatibility with

our optic
reader, the Target System Diagnostics Platform is a unique collection of tests
for qualitative and quantitative detection of conditions.


---



The Target System Diagnostic’s "Vacuum Control
Flow Device" unique vacuum pump action reduces test time and ensures
maximum contact with the membrane antibodies.  This patented collection device
is virtually unlimited in the number of tests that can be incorporated. 
Through a modification to existing FDA 510(k) clearance, the device is ideally
suited for rapid FDA Clearance of all new tests that may be introduced.  Our products include a FDA-cleared desktop test reader
and more than a dozen FDA 510(k) cleared tests. We own a number of patent
applications protecting the underlying technology as well as methods for future
test development.  We have initiated the development of the first CD4
monitoring rapid test that it believes will revolutionize the testing,
monitoring and treatment of AIDS victims in developing economies such as South
Africa, Sub-Saharan countries, India and other nations struggling to deal with
the treatment of AIDS.  The CD4 monitoring test is being developed in
conjunction with research leaders in the AIDS community.  Products  Desktop immunoassay quantitative and qualitative analyzer  The Desk-Top Analyzer is 510(k) cleared and capable of
rapidly detecting Quantitative data for the existing FDA-cleared Target system
tests.  Value
Proposition  Multiple light source system providing: Variable
     Light Wave Analysis into the Infra-Red Spectrum. The higher the spectrum
     of light means the smaller the analyte that may be identified. It also
     allows for very specific test development, without having to develop a new
     analyzer to read the results.  Field upgrades made through memory chip (SIMMs)
     or Flash memory stick allows for easy tracking of tests performed (HIPPA
     compliant, anonymous test results for tests performed per analyzer).  The same Analyzer is used for all Target System
     Tests providing for training personnel once and consistent test reading
     results for either Qualitative or Quantitative Testing.  When hooked to a printer our Reader can give
     printed results for any Target System Test, Qualitative or Quantitative,
     when required.  Low entry cost for new test
     development and analysis do to multiple Target Test platform uses.
     Development only includes algorithm (software for quantitative reading)
     and substance tested for.  Next Generation Target System Analyzer; Mobile Analyzer  The next generation Target System Analyzer
currently under development is comprised of a highly portable, small, and rapid
testing format in conjunction with a mobile, hand-held data acquisition and
test reading device. The mobile analyzer is a re-engineered version of our
previously FDA-approved Desktop Analyzer.This
innovative Hand-Held Analyzer allows for a fast (minutes instead of hours or
days) performance of tests at the point-of-care, and requires only a Test
Cartridge and a small number of ready-to-use solutions in preformatted
quantities.  Moreover, the device includes the ability to store and transmit
patient, test, and other data, with the ability of wireless data transfer.


---



The Hand-Held Analyzer is set to:  a)Achieve a portable
monitoring system, which is compatible with proven and reliable ELISA-based
target system technology proprietary to Parallax in its licensed market.  b)Expand readout
capabilities to provide a mobile testing and monitoring platform.  c)Increase the economy
of scale and scope of the diagnostics and monitoring platform by the
development of additional utility of the device without redundant
infrastructure investments (additional data acquisition of patients, additional
tests for other, predominant diseases).  The Hand-Held Analyzer  Whether searching for markers in the blood stream,
diagnosing a pathogen in urine, the Parallax Diagnostics, Ltd. Hand-Held
Analyzer is a cutting edge portable tool for rapid diagnostics. The Hand-Held
Analyzer provides a profound improvement in point-of-care diagnostics and
applications in countries with limited health care infrastructures andgeographic limitations, both of which are of
paramount importance in the combat against infectious diseases and in the fight
against proliferation of endemic and pandemic diseases. The basic design of our
Hand-Held Analyzer is based on the 510(k) cleared technology employed in our
Desktop Analyzer and is compatible with existing Test Cartridges. However, a
number of innovative features have been
integrated into the design to meet customer and patient needs.  High Infrared Light Spectrum:Multiple light source system providing: Variable
     Light Wave Analysis into the Infra-Red Spectrum. This diversity in light
     source and detection allows for the simultaneous identification and
     diagnosis of a broader spectrum of different targets within the same
     sample and assay. It also allows for very specific test development,
     without having to develop a new analyzer to read the results.  Easy Field Upgrades:Field software upgrades made through memory chip
     (SIMM) or Flash memory stick allows for easy tracking of tests performed
     (HIPPA compliant, anonymous test results for tests performed per
     analyzer).  No Change of Equipment:The same Analyzer is used for all Target System
     Tests (example: Cardiac Panel) and can be used on all future tests, this
     provides for training personnel once and consistent test reading results
     on an easy to read LCD screen.  Printer Hook-up Capability:When hooked to a printer, our Reader can give
     printed results for any Target System Test, Qualitative when written
     results must be stored with original test for HIPPA and other compliance
     issues or Quantitative viral load or measured amount analysis must be
     printed and maintained in the patient chart folder.  Low Entry Cost for New Test Development and
     Analysis:Due to multiple Target
     Test platform uses, development only includes algorithm (software for
     quantitative reading) developed against certified lab samples of variable
     quantity of substance or viral load to be tested. A new analyzerdoes
     nothave to be developed for different samples types (blood, serum,
     plasma, urine, soil or human skin).  Safety, Security and Accuracy by design:For all tests, our bar code activation system
     identifies the test to be analyzed, allowing only those medical personal
     that possess that test to be aware that it is available. Without the
     specific Target System Test Cartridge read by the bar code reader, the
     Analyzer will not calibrate to that Test. This precludes mistakes by the
     user or erroneous results by the reader.  Each
test cartridge bar code must be read to initialize the Analyzer and load the
appropriate algorithm from the software table. This provides a level of
security for “Specialized” tests created for Bio-Terror applications which
eliminates a separate specialized reader for government purposes. The Target
System Analyzer can be configuredwith or without a
desk-to-docking station. The docking station provides a stationary platform
when in use in an office or non-mobile application. It also provides the user
to set up multiple tests samples while the analyzer is processing tests.


---



Summary  The continuity of platform upgrades and the continuous
development of new tests based on an increasing Point-of-Care Market Paradigm
points to the Target Quantitative Analyzer as a low cost alternative to large
laboratory analyzers and specialized training of personnel on multiple machinery.  The ultimate value to the clinician or the attending
physician is the ease of use, reproducibility and the history of accuracy of
this type of Rapid Immuno-Assay principle in the area of quantitative analysis.  TheHand-Held Analyzerwas specifically designed to work with our patented Target System Diagnostics
Platform to provide reliable quantitative results within minutes, right at the
point-of-care or site of testing.  Test System Cartridges & Assays  The Target System Diagnostic Platform has been
specifically designed for the point-of-care and ambulatory use and incorporates
a revolutionary single-use disposable cartridge that provides accurate results
in minutes. The Target System is a controlled flow-through rapid antigen test
utilizing a 510(k) cleared medical device platform called the Target System. 
The proprietary Target System family of tests encompasses a number of
diagnostic tests ranging from Infectious Disease Diagnostics to cardiac tests. A
core component of the Target System
Diagnostic Platform is the Test Cartridge. Our Vanguard Test Cartridge has a
flow-through design allowing any prepared sample to be applied to a membrane
system, thereby facilitating rapid absorption, test solution application, and
test development in one single device. The Test Cartridges can be used with
samples derived from different biological origins including whole blood, urine,
serum, or fecal specimens. The Test Cartridges are less than two inches tall
and can be transported easily over long distances and in large numbers. The
Test Cartridge is proven in diagnostic laboratories and, as such, all tests are
adapted to this format.  Our platform utilizes a patented vacuum technology to
deposit specimen samples uniformly on test membranes.  Excess specimen absorption
is built in.  Target Antigen Detection System (TADS)  This engineering foresight in design provides the
clinician with process controls not available with other rapid test devices.  This patented platform provides tremendous flexibility
in sample requirements, clinician training and result interpretation. The
“train once” system means the clinician can now perform a number of single use
tests on a wide variety of conditions with the interpretation of results
consistent through the platform paradigm.  Example of a specific test:  Cytomegalovirus  Cytomegalovirus (CMV) is a human viral pathogen
belonging to the Herpes virus family. Infection in humans is widespread and
usually results in asymptomatic disease. The CMV test is a solid-phase enzyme
immunoassay (EIA) for the detection of antibody to CMV. Inactivated whole CMV
virus is immobilized on the test membrane (containing an anti-CMV antibody) as
specimen is drawn through the membrane. A second antibody to CMV is applied and
captured by the membrane-bound antigen. After washing the membrane to remove
unbound antibody, an anti-human antibody-alkaline phosphate enzyme-conjugate,
is applied. The conjugate binds to the second CMV antibody. Unbound conjugate
is removed by washing and a color development solution is added. The appearance
of a dot or a line on the membrane indicates the presence of the second CMV
antibody and hence the presence of CMV in the specimen.  Application Flexibility Ubiquity & Interoperability


---



Incorporated in the design paradigm of the controlled
flow system is the ability to rapidly adapt the device to new infectious
disease threats.  This flexibility in a device provides for a cost
effective and rapid response for the primary care physician, trauma care nurse,
emergency response providers.  Medical diagnostics, health monitoring or emergency
responses are currently limited by the time it takes to recognize a potential
threat and the time it takes to obtain a proper result from a testing
laboratory. For example, the duration from a 911 call to the appropriate
diagnosis of a possible heart attack of a patient is more than one hour, the
most crucial time in treatment to prevent long-term damage to a heart disease
victim. On the contrary, a large number of heart attack victims, predominantly
women that do not exhibit the “standard” symptoms of heart attacks are released
from the ER without even being diagnosed appropriately. In other situations,
e.g., ambulant services to potentially HIV positive individuals, testing is
never performed in the time-frame available, and thus patients are never
informed about their condition. These examples can be expanded to environmental
testing and the occurrence of a toxic spill or the contamination with
biological weapons like anthrax. Food contamination has become a serious health
and security risk. Most recently a large contamination of pet food from China
led to disclosures of certain “non-animal” food sources in China exporting
their contaminated food. In these cases, laboratory testing often takes days,
if not weeks. In all of these situations, a point-of-care diagnostic or testing
system would provide the ability to largely eliminate the current threat or to
minimize the adverse consequences of an emergency.  Ease of Use  This patented platform provides tremendous flexibility
in sample requirements, clinician training and result interpretation. Our train
once system means the clinician can now perform a number of single use tests on
a wide variety of conditions with the interpretation of results consistent
through the platform paradigm. The “while you watch” speed of the test
development, results in a significant cost saving in time and training.  Unlimited Application and Economy of Scale  The unique vacuum pump action reduces test time and
ensures maximum contact with the membrane antibodies. This patented collection
device is virtually unlimited in the number of different tests that can be
incorporated. Through a modification to existing FDA 510(k) clearance, the
device is ideally suited for rapid FDA clearance of all new tests that may be
introduced. The economy of scale is provided to health care provider or any
other customer group by being able to utilize a single test system for multiple
tests with varies little variance in training needed. A clinician can move from
one test to the next in a matter of minutes.  Furthermore, the capability of acquiring and
transmitting patient related data in addition to the tests performed at the
point-of-care enable the Hand-Held Analyzer to become the central diagnostic
device in a decentralized, patient oriented, and cost-conscious environment to
provide or maintain a high level of health care in the face of threatening
epidemics.   Safety and Accuracy by Design  For all tests, our bar code activation system
identifies the test to be analyzed, allowing only those medical personal that
possess that test will be aware that it is available. Without the specific
Target System Test Cartridge, read by the bar code reader, the Analyzer will
not calibrate to that Test. This precludes mistakes by the user or erroneous
results by the device.  Each Test Cartridge bar code must be read to
initialize the Device and load the appropriate algorithm from the software
table. This provides a level of security for patient related tests and
eliminates errors based on operator’s mistakes.  We provide a combination of innovative, fast, and
inexpensive diagnostic and testing products with a highly mobile data
collection and transfer test reader. In this regard, the Target System is
suitable for rapid, point-of-care testing in almost
every environment, which includes emergency situations, remote locations within
the US as well as other parts of the world, immediate response teams, personal
testing in a home setting, and many more.


---



Advantageously, many different tests can be performed
using the same reader,e.g.,either the Target System Desktop Analyzer
or the Hand-Held Device, at any location.  Target System Development Outline  The Target System development process set forth by us
will be instituted by all of thesector-specificspin-off companies as part of the Target System License that
they will operate under.  Below is an overview of some of the standards under
which our licensees will operate.  We will reserve the right to manufacture the
tests and deliver them to our licensees.  The Target “Operator Controlled” Flow through
Qualitative and Quantitative single use device as outlined below has been
analyzed and deemed to have a product life cycle of 5 to 10 years per test and
a new product development cycle of 60 to 120 days per non specialized
(bio-hazard) test. This combination of product life per test and short
development cycle means the new tests contemplated will spend more time in the
sales cycle compared to their development cycle.  New product Identification methods  The product platform as discussed herein is broken
down into three categories and their associated sub-groups. The categories are:  1.             Qualitative 2.             Quantitative 3.             Specialized  Qualitative, Quantitative and Semi-Quantitative Testpossibilitiesmeeting thenewproductscreeningcriteria:  Infectious
or highly contagious diseases:  a)Trichomoniasis b)Chlamydia c)Gonorrhea d)Genital herpes (herpes simplex
virus of JSV) e)Genital warts (human papilloma
virus or HPV) f)Hepatitis B g)H. pylori h)Human immunodeficiency virus (HIV) i)Lyme Disease j)Rocky Mountain Spotted Fever k)West Nile l)Asian Bird Flu  Raw
substances for the above can be readily purchased by us and incorporated into
the Target Platform. All of the above testing areas of medical diagnostics, are
targeted as important to both governmental (FDA, WHO, NIH and CDC) and medical
industries.  This
in no way represents the complete segment of Qualitative or Semi-Quantitative
tests available for rapid development on the Target Platform. They are examples
of our “Rapid to Market” and “Rapid Clearance” ability based on our existing
platform approval record.  New Product Identification  1.Track all CDC, FDA, WHO, relevant
reports of medical diagnostic requirements. Provide analysis of
whether the test should be Specialized, Quantitative or Qualitative.


---



2.Determine human capital requirements: project management, outsourcing needed political needs (if any) and social needs (affiliations with association or non-profit groups).  3.Determine the market size and utilization of device needed to address identified diagnostic needs.  4.Determine from source venders what antibodies and antigens are available to use in our device with minimal regulatory and manufacturing hurdles.  5.Perform cost analysis of device manufacture, to include: regulatory application time estimates, clinical requirements, third party and vendor involvement for regulatory support.  6.Identify and prepare pre-market distributor (government or commercial) analysis for market penetration time table and/or government contract fulfillment.  7.Identify new partnership resources if necessary for specialty devices.  8.On all Quantitative Devices we will determine the Bio-Hazard level at which we are to perform our algorithm development. For highly contagious diseases, we will outsource our complete process to a certified lab.  9.In the development of standard quantitative test we will determine through the protocol process: how many tests must be performed for an I.R.B. for both the algorithm development (quantitative controls for each test process) and the accuracy of the variable light analysis.  10.All new quantitative tests will be video-taped during algorithm development (light source verification and reflectivity of known sample), and equivalency testing (where we compare ours to another like kind device).  11.All software developed for our tests, that are not modifications of existing source code, will be previewed via written outline to the FDA.  Details of Selected Existing Tests  Qualitative Analysis  The Hand-Held Analyzer in combination with Qualitative Diagnostics Tests detects the presence of specific markers and the results are indicated as positive or negative.  The Qualitative Diagnostic Specimen Collection Kits are all-inclusive and these tests can be administered and qualified without the need for any additional hardware. No other device on the market provides the clinician with a "point-of-care device controls" that remove the environmental variables associated with alternative rapid blood testing devices.  Infectious Diseases; Current FDA Cleared Tests  Rubella  Rubella, German measles, is a highly contagious disease, which is generally transmitted by direct contact with infected persons. Rubella is generally a mild disease. However, when a pregnant woman becomes infected with rubella, the virus may infect the placenta, multiply and induce serious damage to the fetus.  Rubella and congenital rubella syndrome became nationally notifiable diseases in 1966. The largest annual total of cases of rubella in the United States was in 1969, when 57,686 cases were reported (58 cases per 100,000 populations). Following vaccine licensure in 1969, rubella incidence fell rapidly. By 1983, fewer than 1,000 cases per year were reported (<0.5 cases per 100,000 population).  A moderate resurgence of rubella occurred in 1990-1991, primarily due to outbreaks in California (1990) and among the Amish in Pennsylvania (1991). In 2002 a record low annual total of 18 cases were reported.


---



Rotavirus  Human rotavirus is recognized as a major cause of gastroenteritis in infants, young children, and the elderly. During the winter months a portion of gastroenteritis in children is due to rotavirus infection. The disease manifests with the symptoms of vomiting, diarrhea, and fever. Rapid and accurate diagnosis is important to avoid inappropriate antibiotic therapy, provide proper treatment early, and to prevent spread of nosocomial infection.  Globally, rotavirus accounts for an estimated 125 million cases of diarrhea each year and represents 30% - 40% of hospitalizations for diarrhea in children less than five years. In developing countries, between 600,000 and 800,000 children die from rotavirus each year (or approximately 2,000 children each day.) This accounts for about one quarter of the deaths from diarrhea and about 5% of all deaths among children less than five years of age.  CMV- Herpes  Cytomegalovirus (CMV) is a human viral pathogen belonging to the Herpes family. Infection in humans is widespread and usually results in asymptomatic disease. However, severe symptomatic infections are a very significant risk in infants and Immuno-compromised individuals. An important primary source of such infection is via blood transfusion and allograft transfer. The serological status of donor and recipient is, therefore, important in patient management.  The United States is not unique in its high rates of CMV seroprevalence. Virtually every country in the world presents similar numbers. Since recurrences are often mild and few patients are aware that they are infected, the infection is likely to continue to rise at double-digit rates without an intervention.    Group A Streptococci: Strep A, Strep Throat, Necrotizing Fasciitis, impetigo  Strep throat is an infection of the pharynx (the part of the throat between the tonsils and the larynx) caused by streptococcus bacteria. The infection is spread by person-to-person contact with nasal secretions or saliva, often among family or household members. Even though the sore throat usually gets better on its own, people who have strep throat should take antibiotics to prevent some of the more serious complications of this infection, particularly acute rheumatic fever.  Approximately 15% of children who have a sore throat and fever are infected by Group A streptococci.  CDC estimates that approximately 9,100 cases of invasive GAS disease (rate: 3.2/100,000) and 1,350 deaths occurred nationally during 2002. Disease incidence was highest among children aged <1 year (6.9/100,000) and adults aged >65 years.  Infectious Mononucleosis: EB, Epstein-Barr Viral Syndrome, Mono  Infectious mononucleosis (IM) is a viral infection causing high temperature, sore throat, and swollen lymph glands, especially in the neck. The Epstein-Barr virus typically causes it. Infectious mononucleosis may begin slowly with fatigue, malaise, headache, and sore throat. The sore throat becomes progressively worse, often with enlarged tonsils covered with a whitish-yellow fibrinous exudate. The lymph nodes in the neck are frequently enlarged and painful. Symptoms of mononucleosis gradually subside over a period of weeks to a month. The disease is generally self-limited.  Quantitative Analysis  The Parallax Hand-Held Analyzer in combination with Quantitative Diagnostics Tests detects the presence and volume of specific markers with the results indicating definitive levels.  Our Diagnostic Systems patented vacuum, specimen filtration and excess specimen absorption built right in. Unlike other devices designed for urine or other highly viscous samples and adapted blood testing, the Diagnostic

System has been engineered for blood
testing first which allows the platform to be utilized for blood serum, urine,
feces and similar biological samples. This engineering foresight in design
provides the clinician performing the test with process controls not available
with any rapid test device.


---



Qualitative & Quantitative  HIV 1 & 2  Today, 42 million people are estimated to be living
with HIV/AIDS. Of these, 38.6 million are adults. 19.2 million are women, and
3.2 million are children under 15. During 2002, AIDS caused the deaths of an
estimated 3.1 million people, including 1.2 million women and 610,000 children
under 15. With the recent advent of Rapid HIV testing, HIV detection and
prevention programs around the world have become increasingly effective by
reducing their time and costs of detecting the virus, thus allowing for a far
greater number of individuals to be screened.The FDA has approved
several rapid Immunoassay tests for the detection of HIV, but none of these
tests are designed for HIV 1AND2.  The current “rate” of these “rapid”
tests is from 15 minutes to hours and only a few can produce results less than
15 minutes.  Pandemics &
Epidemics  Strategy for marker based immuno assays for AIDS
diagnostics, compatible with Parallax Technologies existing diagnostic
technology and in development portable instrument platform.       AIDS Immune Status Value Proposition  Overview  The treatment of AIDS patients represents a challenge,
in the developed world and much more so in developing countries. The current
methodology to determine the status of an HIV-positive individual involves
elaborate technologies to determine the immune status of an individual as well
as the presence of the HIV virus in the individual’s blood (called the “viral
load”).  Determination of the immune status is usually
performed through so-called cell counts of T-cells, in particular the
determination of CD4+ cell count or the relationship of CD4 and CD3
positive cells. This diagnostic procedure requires high-tech machinery (e.g.
cell counters), and well educated laboratory personnel in a stationary
laboratory setting. In addition, the cell counting method presently employed
and defined by the Western medical community as the “Gold Standard” has
shortcomings, which limit its reproducibility and reliability. These factors
might cause changes in diagnostic procedures even within those communities in
the future. The determination of the amount of virus populating the blood of a
person infected with HIV is currently performed through quantitative PCR, again
a method requiring stationary settings, as well as highly educated personnel
and sophisticated machinery. These setting are usually not available in
developing economies. While – in the Western economic environment - the medical
care of HIV positive individuals and AIDS patients involves a combination of
the above mentioned medical diagnostics in combination with additional, patient
dependent procedures, the situation in developing countries looks to the
contrary:  In South Africa, the country with one of the highest
infection rates with HIV in the world, treatment is only available to a small
number of infected people. Even under those medication-limited circumstances,
treatment is usually administered without any diagnostic procedures concerning
the immune status or the viral load of an individual in question – leading to
unnecessary treatment of otherwise non-immuno-compromised individuals and the
lack of treatment for others with AIDS at later progression. Countries like
China have only recently begun to diagnose for HIV positive individuals – and
have not moved into the AIDS diagnostic either. The same can be said for many
other countries in Africa and Asia.


---



Requirements for “appropriate” AIDS diagnostics have
been defined by many national and international, organizations, amongst them
the WHO, under strong influence of scientists mainly from the US and the EU.
These requirements have led to the above described situation in developing
counties: NO appropriate diagnosis of AIDS patients caused by requirements that
cannot be achieved under the given circumstances and a strong increase of HIV
infection in most of these countries over the last years.  Furthermore, the lack of financial resources are
limiting to the expansion of suitable points of diagnostics. Cell counts
require elaborate machinery (like FACS or alike) and there are no low-cost or
highly portable testing systems available to date. There is an overwhelming
demand and urgent need to reduce the costs for cell counting or other methods
to determine the immune status, and to increase their usefulness in
non-laboratory settings.  In
addition, the geographic and social structures of many countries require a more
point-of-care oriented approach, as opposed to the dominating centralized care
found in highly populated countries in North America and Europe. Therefore, it
would by highly desirable to reduce the measurements used as a guide for disease
progression or treatment to more simple technologies, like an ELISA performed
on a handheld device or similar.  For Parallax and our patented technology, as well as
our efforts to design a handheld diagnostics device for optimal market use,
this means:  a)Development of an AIDS testing
system which is compatible with proven and reliable    ELISA based target
system technology.  b)Expansion of the capabilities of
our handheld device to provide a mobile testing platform.  c)Increase the economy of the diagnostics
platform by the development of additional utility of the device without
redundant infrastructure investments (additional data acquisition of patients,
additional tests for other, predominant diseases).  d)Acceptance of the testing system
as well as the platform within the medical community of African, Asian, and
other countries with mounting problems in the field of HIV and other infectious
diseases.  AIDS Diagnostics and Immune Status  The prerequisite for an economic, portable, and
reliable AIDS testing system is the development of markers, which are reliable
indicators for disease progression in AIDS. One approach would be the
translation of the historically used cell count methods into such marker
measurements, which would lead to a direct translation of existing medical
decision processes using the direct marker assessments.  Our aim is to use markers for a diseases progression
instead of using the cell count method that is associated with and based on
those markers. This system will include – in an ideal case – quantification of
CD4 protein in either total blood or CD3+ pre-selected cell
populations. This quantification can directly be used to assess an individual’s
immune status.  Expansion to viral load  The target system allows expansion of the AIDS-related
testing to include determination of viral load in HIV-positive individual’s
blood. Again, adopting a method outside of the existing “Gold Standards” would
provide a large population in Africa, Asia, and other parts of the world with
diagnostic services, which simply do not exist as of today. The viral load test
follows the same basic principle as the CD4 test, and can be performed and read
with exactly the same hand-held device.  Other diseases  Our testing system is not limited to HIV or AIDS diagnostics.
The test format has been applied in the past to viral and bacterial infections
(e.g., Rubella, Rotavirus, Strep. A), and can easily be adopted toward otherepidemics. Diseases like malaria, cholera, hepatitis,
yellow fever, or West Nile virus and other viral diseases present increasing
health threats to large populations in the world, with major problems already
at the stage of proper diagnosis.  We can adapt our testing devices to the
rapid, simple, point-of-care diagnosis of almost all of these diseases without
the requirement of additional equipment. The combination of a mobile, hand-held
testing device with a large number of different tests provided by a family of
cartridges will improve the ability of current health care and disease diagnostics
in a fast majority of today underserved regions. In addition, the system also
allows for the monitoring of environmental components influencing the health of
populations, including the presence of toxins in soil and drinking water as
well as contamination of food supply.


---



Market, Opportunities and
Competition  Thein vitrodiagnostic market alone represents
a $25 billion market worldwide. The trend is moving toward point-of-care
(“POC”) diagnostics using systems and procedures, which do not require extensive
laboratory equipment. Here, direct read-out technology will provide a suitable
tool, which can be used in basically every environment. The growth in this
market is expected to continue through the end of the decade. The roughly $4
billion point-of-care diagnostic market in theU.S.
is expected to grow to more than $5.5 billion by 2009. Annual growth in the POC
market is project to 27% over the next five years.  The point-of-care market includes hospitals,
clinicians, laboratories, assisted living facilities, retirement communities
and geriatric facilities and the international market. Our system provides the
platform for the development of a series of quantitative tests for important
diagnostic applications that can provide results at a patient's bedside, in a
doctor's office, in the emergency room, in a clinic or in an ambulance.  Market Opportunities  In recent years, there has been a continuing shift
from the use of laboratory-based analyzers to more technologically advanced
point-of-care tests that can be performed in a matter of minutes. Unlike the
centralized clinical laboratory segment, which is mature and highly
competitive, the point-of-care market is still a relatively early stage market.
Although certain simple single analyte diagnostic tests have been developed,
such tests have remained incapable of precise and highly sensitive quantitative
measurements. As a result, medical tests that require precise quantization of
the target analyte have remained the domain of immunoassay analyzers. We believe
that there is significant market potential for advanced point-of-care
diagnostic products that provide quick and accurate diagnosis during a patient
visit, shortening the decision time to medical intervention and minimizing the
need for additional patient follow-up, thereby reducing overall health care
delivery costs.  The two factors that are significant to the rapid
growth of POC testing are technology advancements and health care economics.
The development of new and improved technologies has resulted in the ability to
make evidence-based medical decisions that improve patient outcomes and reduce
patient acuity, criticality, morbidity and mortality.  Quicker diagnosis of infectious agents can also permit
the earlier prescription of appropriate medications, thereby potentially
shortening the duration of illness.  The commercial success of the current generation of
small, simple to use diagnostic devices which provide rapid results in POC
applications has been limited by their inability to provide precise, highly
sensitive, quantitative measurement.  Our Target System technology addresses
these limitations by applying sophisticated immunochemical and optical methods
to detect and quantify virtually any analyte present in a liquid. Development
data indicates that sensitivity will be comparable to expensive and complicated
laboratory-based analyzers.  Additionally, the economic climate is driving
significant changes in the manner in which patients will be tested and how
results are delivered. Recent revisions to government regulations, together
with growing patient and insurer pressures on hospitals and physicians have
increased incentives to reduce overall patient healthcare costs while providing
a higher level of care to a greater number of patients. One cost-cutting
measure is to reduce the high cost of diagnostic testing carried out in central
laboratory sites by increasing POC testing.


---



The Target System provides
the platform for the development of a series of quantitative tests for
important diagnostic applications that can provide results at a patient's
bedside, in a doctor's office, in the emergency room, in a clinic, in an
ambulance, on the battlefield, on site agri-business locations, rural and
economically disadvantaged areas.  The
Target System meets the POC diagnostic market criteria as follows:  ·Rapid turnaround time ·Low volume preferably whole-blood
sample ·Direct application of a
non-critical volume or placement of sample directly into instrument ·Disposable device or minimal
maintenance required ·Minimal technical expertise
required ·Positive identification and
specimen tracking strategy that eliminates specimen identification errors ·Simple "goof proof"
strategy for recording collection time and result reporting ·Simple strategy for calibration and
QC ·Transferability of data to the LIS
or HIS ·Agreement of result with accepted
"Gold Standard" tests ·Affordable cost  Point of Care Market Segmentation  The
Solid Phase Immunoassay Market  The widespread usage of blood and other biological
specimen tests checking for diseases and medical conditions, there is a growing
need for new and better technologies to achieve fast and accurate results.  Though
this type of testing has been an acceptable form of testing for certain
conditions for quite some time, it has only been in the last twenty years that
rapid, point-of-care, testing has become an acknowledged source of accurate
information. With continuing breakthroughs in detectable markers in the body
that can identify the presence of a growing number of diseases and conditions,
coupled with the advancements in rapid detection technologies, the tools
available to medical professionals is quickly becoming a booming industry.  Rapid Immunoassay Test Overview  The following summary is about rapid
testing products, current paradigms and the most prevalent devices available
today and their differences. The intent of this discussion is to enable the
reader to distinguish between comparable devices and their intended uses.
Included is a brief outline of current and future device applications and
healthcare provider changes.  History  With the widespread usage of blood screening for
diseases and medical conditions, there is a constant growing need for new and
better technologies to achieve fast and accurate qualitative (yes or no)
screening results. Though laboratory testing of blood samples has been an
acceptable form of screening for certain conditions for quite some time, it has
only been in the last twenty years that rapid, point-of-care, qualitative and
semi quantitative (amount based on predetermined cutoff levels) screening has
become an acknowledged source of accurate information.  The evidence of the widespread use of this technology
and its cost savings to the public has been in the urine-based home pregnancy kit
early detection devices sold in most retail drug stores. The other wide spread
use of this rapid screening paradigm is the onsite screening for drugs of abuse
for pre-employment and post accidents.  While both of these examples are based
on urine as a test sample, many of the new rapid screening devices have been
developed using the same processes and clinical techniques for blood samples.  Each of the screening devices described below have
limitations in their utility and range of application.  Many were adopted from
use in clinical laboratories and, when applied to point-of-care application,
require specialhandling of the specimen samples
(blood, urine, and feces) and decreased sensitivity and/or specificity.  When
appropriate, these limitations have been included in descriptions of individual
testing platforms.  Despite these limitations, the rapid increase in discovery
of individual markers of disease processes coupled with the advancements in
rapid detection technologies, has made these tools available to medical
professionals on a wide scale and is quickly becoming a booming industry.


---



The advent of single and multi-light source
reflectometer technology in small desktop or hand held portable units, the
ability to accurately measure the progression or amounts of a possible
infection or the body’s antibody response within the screened sample opens the
door to a wide range of new possibilities in the point of care or field triage
settings. The incorporation of these and other new technologies should provide
a new tool for the primary care giver at a cost of both time and cost per
test.  Lateral Flow Tests  A popular testing method used by both professional and
over-the-counter tests, lateral flow tests is quick and efficient. Most home
pregnancytests utilize lateral-flow technology.  The typical finished product in general use encases
all but the application pad in plastic with view openings for the test line or
dot and the control line.  Depending on the specific test kit, a sample of urine,
whole blood, blood plasma, and in some cases feces, may be mixed with diluting
substances, reactive agents or other solutions that are provided for the
conduct of the test. Most of the tests are classified as solid phase enzyme
immunoassays (EIA).  In the case of the home pregnancy tests, urine is
absorbed through the exposed sample application pad and is allowed (by natural
wicking) to migrate to the analytical membrane and react with an embedded agent
designed to change color if hormones associated with pregnancy are present in
the urine. This is a direct specimen application and does not require dilution
or other agents to be added for results to appear.  Lateral flow devices have been used for home pregnancy
tests, drugs of abuse testing in clinical laboratories and, more recently, for
home use. Manufactured in continuous membrane strips cut to the desired length
and batch tested for accuracy, the manufacture of test kits is highly automated
and inexpensive, making lateral flow tests well suited for mass market
applications.  Lateral flow devices, however, can suffer in
performance when the sample being tested is not handled within strict
conditions. Test samples may be affected by environmental conditions
(barometric pressure, temperature and humidity), thereby requiring special care
in sample preparation, exact dilution controls and controlled time for the test
to develop properly. Test development time, for example, can vary from a few
minutes (3 to 5) for urine based tests and up to 20 minutes for whole blood or
plasma.  Solid Phase Tests  Solid phase assays include the so-called
"dipstick" or "dipstick comb" tests. As their title
suggests, the detection materials are in a solid state affixed to a solid,
non-porous base. The dipstick is then incubated with the patient specimen.  Results: Approximately 1 hour or less
 Specimen
     Types: Urine, saliva, serum,
     plasma, or whole blood
 Sensitivity: Generally lower than flow through and lateral
     flow tests
 Advantages: Same patient can be tested for multiple
     parameters with a single assay  Agglutination  The basic principle of an agglutination assay is the
formation of clumps (agglutination) of small particles coated with antigens
when exposed to antibodies specific for the antigen. The test particles and the
patient antibodies combine to form a visible precipitate.  This usually is
observed under a microscope.


---



Advantages: Low individual test cost, semi-quantitative
     results, and relatively short time to obtain results. Disadvantages: Results can vary as the test reaction depends
     upon careful control of the test reagents and environmental conditions.
 Sensitivity: Lower than flow through or lateral flow tests.  Flow Through Tests  The flow through device developed in the 1980’s
represents an alternative method for rapid on-site performance of screening
tests.  Positive, uniform deposition of test samples on a membrane containing
selected diagnostic reagents provides for a flexible, inexpensive and
reproducible platform technology to test for a large number of diseases.  Principle  The flow through test procedure consists of a vacuum
device that deposits fluid containing the test sample through a porous membrane
and into an absorbent pad. A second layer, or sub-membrane, inhibits the
immediate back-flow of fluids, which can obscure results.  Functionality  The flow through platform technology can be used to
detect both antibodies and antigens. To detect antibodies or antigens, the
corresponding analyte is bound or immobilized as a dot or line on the membrane.
This reagent "captures" the analyte as it is drawn through the
membrane. To perform the test, a sample is applied to the membrane followed by
a wash step, addition of the signal reagent, and a second wash to clear the
membrane. The solutions can be added as rapidly as the previous liquids are
absorbed into the cassette.  Earlier flow-through tests used enzyme immunoassay
(EIA) principles to generate signal, but more recent tests have successfully
used colored latex particles or colloidal gold.  The time it takes for a test to display results is
subject to the viscosity of the sample, which can be affected by environmental
conditions, such as humidity and barometric pressure, further interfering with
the time the test takes is the amount of sample used.  Target Antigen Detection System (TADS) “Vacuum Control Flow Device”  This device is a radical departure from the standard
devices typical to the rapid testing markets. The device is patented and part
of the manufacturer’s qualitative and quantitative “Target System Diagnostics
Platform” which offers an array of improved modifications and features to the
traditional qualitative and semi-quantitative flow-through immunoassay test.
With its platform uniformity, patented vacuum pump, absorption layer for sample
overflow, and complete compatibility with single and multi-light source
reflectometer technology, the TADS platform is a unique collection of tests for
qualitative and quantitative detection of conditions.  TADS utilize a patented vacuum technology to deposit
specimen samples uniformly on test membranes.  Excess specimen absorption is
built in. TADS have been engineered for blood testing first which allows the
platform to be utilized for urine and feces.  This engineering foresight in design
provides the clinician performing with process controls not available with
other rapid test devices.  This patented platform provides tremendous flexibility
in sample requirements, clinician training and result interpretation. The train
once system means the clinician can now perform a number of single use tests on
a wide variety of conditions with the interpretation of results consistent
through the platform paradigm.  Meeting needs in de-centralized or non-existing health care systems  Parallax mobile testing, data acquisition, and data
transmission system meets the needs for diagnostics in particular in areas
where either no structured health care systems exist or where – due to
geographic nature andpopulation density and
distribution – a more decentralized approach is necessary. The highly mobile
test reader can be used in basically all environments, and is suited to use
power sources independent of an electric network (rechargeable batteries, solar
panel, running on motor vehicle voltage and power supply). Furthermore, the
tests can be performed within short time periods, and do not require the
performing medical personnel, the physician, or the patient to return for test
results or potential initiation of treatment.


---



Distribution  As we are still in the development
stages and have not at this point in time commenced material operations, we
have yet to develop methods of distribution for our products.  Suppliers We rely upon the Myers-Stevens Group to supply all of
our test cartridges materials used in association with the development of our
products. We have entered into a written agreement with this supplier.  If the
Myers-Stevens Group were to cease supplying test cartridges materials to us,
our ability to develop our products may be adversely affected, and as such, we
may be unable to meet our customer’s requirements.  This could result in significant loss of revenues and
damage to our customer relationships, which could have a material adverse
effect on our business, results of operations, and financial condition.  Research and Development Expenditures  We have not incurred any research or
development expenditures during the last two fiscal years. Competition  There are approximately 40 to 50 companies in the
point-of care (“POC”) diagnostic industry in the U.S. and another 100 outside
the U.S. The POC space can be broken down into various sub-sets such as
molecular biologist developing reagents, and markers to diagnostic equipment
and test development companies, as well as companies who do neither and focus
on marketing tests, equipment and assays.  Most notably in the POC space are
the large pharmaceutical companies such as Bayer, Roche, Abbot Labs and
others.  Our specific competitive landscape is tied to our patent pending
process involving our Hand-Held Analyzer and Targeted System In-Vitro Test. 
There are a handful of companies developing mobile devices to perform a host of
health industry-related services.  In the area of mobile diagnostics the field
begins to shrink.  The industry has yet to develop a standardized platform for
any device to be integrated into.  The goal of the Parallax Hand-Held Analyzer
is to deliver a device that adds immediate value to health providers, patients
and health insurance companies.  The Parallax engineer that was commissioned to
develop the Parallax Hand-Held Analyzer was given a primary goal; create a
mobile platform that could integrate and utilize the patented flow-through
process of the Target System and offer the health provider a system that is
fully interoperable and ubiquitous with an unlimited amount ofin vitrotests.  There are other test platforms in the space but we have filed a patent
on the process of the Parallax Hand-Held Analyzer and the Target System.  We
believe that this is an extremely powerful barrier to entry in duplicating the
Parallax model.  The delivery of additional tests into the specific model adds
to the economy of scale built into the recently filed process patent.  Our innovative process for the development of new
antigens, which is patent pending, will also be used in the identification of
test markers for the Target System platform, adding a dimension that further
distinguishes Parallax from its competition.  We believe that the innovative
antigen development process will allow it to create new barriers to entry on
certain antigens that it identifies by subsequent patent application filings
for use in conjunction the Parallax Hand-Held Analyzer.  Barriers to use  The main barriers and constraints to the use of rapid
diagnostic tests can be put into three main categories:


---



·Acceptability:Rapid tests need to be acceptable to policymakers,
clinicians, and patients. Tests need to have sufficient sensitivity and
specificity and need to have an adequate predictive value. Ease-of-use is
critical for point-of-care use by clinicians. Culturally appropriate specimens
and credible results are important if rapid tests are to be accepted by
patients. Affordability:Many rapid diagnostic tests are more expensive than the tests or
      syndromic algorithms they are intended to replace. Decreasing per-test
      costs, carefully designing diagnostic algorithms, and educating end users
      about the cost-savings of more efficient use of therapeutic drugs are
      important means of maximizing rapid test affordability.
  Availability:Rapid diagnostic tests are not always available
      in developing countries. Most tests have limited shelf lives, and many
      countries have weak public and private sector procurement and
      distribution systems. The consistency and quality of imported tests can
      also be issues. To address these constraints, local government
      regulations, quality assurance, shelf life testing, and distribution
      systems all need to be assessed and improved. We will initially control
      all of the manufacturing of our Target System test cartridges and Desk
      Top Analyzer and Hand-Held Analyzer in conjunction with Montecito.  We
      also plan to develop and utilize our patented antibody development
      process in order to produce and deliver antibody test markers to our
      spin-off companies.  We will also develop relationships with antibody
      test marker producers to accelerate the delivery of new tests to our
      spin-off companies.  We will look to identify, negotiate and acquire
      markers from third-party producers.  In this case, we will test and
      approve the antibody test marker to be used in our Target System.  Our Board of Directors will decide the percentage to
fluctuate from time to time and the exact percentage to be distributed.  Intellectual
Property  Intellectual property protection will be sought for
all primary and secondary products. Moreover, all products and supporting
products such as novel biomarker candidates, antibodies, proteins, and
diagnostics tests surrounding our core indication areas will be IP-protected to
create a barrier to entry for competitors.  Current Patent Pending Applications and Approvals:  US2006051348
 Method
  of Producing a Plurality of Isolated AntibodiesUS2006052948
 Method
  of Producing Drugs, Targeting Moieties or DiagnosticsUS
  11/856,925
 Method
  for Determining the Immune State of a SubjectUS
  11/924,033*
 Portable
  Apparatus for Improved Sample Analysis510(k)
  approvals
 Covering
  existing tests and desk top reader
  *US
11/924,033 is currently also applied for under PCT in ALL countries  FDA Cleared Tests  Device
  Name
 510(k)
  NumberRubella-Cube
  TM
 K892051Cmv-Cube
  TM
 K884842Blue
  Dot Test for Pregnancy
 K884017First
  Sign (Pregnancy, Hcg)
 K973208V-Trend
  Target Im Test (infect mononucleosis)
 K890041Target
  Strep A (Streptococcus Spp.)
 K8800460Target
  Aso Test
 K910073Target Hcg
 K914303Target
  Quantitative Hog One Step
 K903937V-Trend
  Target Rf Test
 K904105Target
  Quantitative Hcg
 K890131Target
  Reader
 K885254


---



By protecting these elements of our testing technology
platform as well as the individual tests and/ or test elements, we efficiently
build another level of entry deterrence for potential competitors in our market
segment. We will preserve our IP by achieving an appropriate balance between trade
secrets and patents.  We will also utilize trademark applications to protect
IP that may not be suitable for patent protection. Unlike patent applications,
which in many cases must be filed in advance of a particular date, there is no
specific date by which a trademark application must be filed. Instead, the time
constraint is in a different direction. In the United States an ordinary
so-called "use" trademark application can only be filed after the
goods or services have been in interstate commerce.  We hold exclusive rights to all Montecito patents,
clearances and products in the area of Infectious Diseases. It is expected that
after successful re-introduction of the Target System and the introduction of
our novel CD4 immune status test, additional tests will be developed and
protected under the full responsibility of Parallax. Generally, improvements to
the basic technology platform will be owned by Parallax and Montecito
exclusively.  Overview of Medical Devices and Their Regulatory Pathways: 510(k) FDA
Cleared Tests  Medical Devices: The Basics  The
definition has several components. A medical device:  diagnoses,
     cures, lessens, treats, or prevents disease
 affects
     the function or structure of the body
 does
     not achieve primary intended purposes through chemical action  FDA's
Center for Devices and Radiological Health regulates companies that design,
manufacture, repackage, relabeling, and/or import medical devices into the
United States. The agency does not regulate the practice of medicine – how and
which physicians can use a device. The only exception is FDA's regulation of
mammography facilities under the Mammography Quality Standards Act.  What is a combination product?  Combination products are therapeutic and diagnostic
products that combine drugs, devices, and/or biological products. The term
acknowledges the role technological advancements have made in merging medical
product types. Examples of combination products include a drug-eluting stent, a
nicotine patch, and surgical mesh with antibiotic coating, prefilled syringes,
and a steroid-eluting pacing lead.  Combination products raise regulatory challenges
because they involve components that were normally regulated under different
types of authorities and often by different FDA Centers. Differences in
regulatory pathways for each component can affect the regulatory processes for
all aspects of product development and management, including preclinical
testing, clinical investigation, marketing applications, manufacturing and
quality control, adverse event reporting, promotion and advertising, and
post-approval modifications.  Government
Regulations  The long legal journey toward medical device
regulation began with the Pure Food and Drugs Act of 1906. Medical devices were
not included as no one envisioned how technology would grow increasingly
complex and need to be regulated. The Medical Device Amendments of 1976 gave
FDA authority to ensure the safety and effectiveness of a range of life-saving
medical devices while also protecting the public from fraudulent devices.


---



The
Amendments:  defined
     a medical device,
 established
     three device classes (I, II, and III),
 identified
     pathways to market,
 established
     Advisory Panels, and
 set
     clinical investigation requirements.  Subsequent legislation strengthened the FDA’s
regulatory authority:  Table 1: Major Medical Device Legislation  Legislation
 SignificanceSafe Medical Devices Act of 1990
 established Quality System requirements
   supported post market surveillanceallowed FDA discretion for PMAs brought to
       panelFDA
  Modernization Act of 1997
 supported
       for early collaboration, expanded Class I and Class II exemptions
   set
       the "least burdensome provision"*
   supported
       dispute resolution
   established
       evaluation of automatic Class III designation (giving the sponsor the
       opportunity to request lower classification due to a minimal risk
       device, known as "de novo" review)mandated
       free and open participation by all interested personsMedical
  Device User Fee and Modernization Act (MDUFMA) of 2002
 established
       a fee schedule for most types of device submissions to achieve shorter
       review timesrequires
       FDA to include pediatric experts on the panel for a product intended for
       pediatric useFDA
  Modernization Act of 2007
 reauthorized
       and expanded MDUFMA
  *Theleast burdensome provisionallows industry and FDA to consider the least
burdensome appropriate means of evaluating a device’s effectiveness when
there’s a reasonable likelihood of its approval. The intent is to help expedite
the availability of new device technologies without compromising scientific
integrity in the decision-making process or FDA's ability to protect the public
health. This provision doesnotlower the standard for premarket
clearance and approval.  Three classes of regulatory control  The
three device classes are based on the degree of regulatory control necessary to
ensure their safety and effectiveness:  Class
Idevices present a low risk of harm
to the user and are subject to general controls that are sufficient to protect
the user. Most are exempt from the regulatory process.  Examples:non-powered breast pumps, elastic bandages, tongue
depressors, examination gloves, most hearing aids, arm slings, microbial
analyzers, keratoscopes  Class
IIdevices are more complicated and
require special controls for labeling, guidance, tracking, design, performance
standards, and post market monitoring. Most require Premarket Notification
510(k).  Examples:powered wheelchairs, CT scanners, contact lens care
products, endolymphatic shunts


---



Class IIIdevices usually sustain or support life, are implanted, or present potential
unreasonable risk of illness or injury. They have the toughest regulatory
controls. Most of these devices require Premarket Approval because general and
special controls alone cannot reasonably assure their safety and effectiveness.  Examples:pacemakers, implanted weight loss devices,
non-invasive glucose testing devices, medical imaging analyzers, cochlear
implants, breast implants  How FDA Reviews Medical Devices  Investigational Device Exemptions (IDE)  An IDE allows an investigational device to be used in
a clinical study to collect the safety and effectiveness data required for a
Premarket Approval (PMA) application or a Premarket Notification (510(k))
submission to FDA. Clinical studies with devices of significant risk must be
approved by both FDA and an Institutional Review Board (IRB) before the study
can begin. Studies with devices posing non-significant risk must be approved by
an IRB before the study can begin.  FDA observes a 30-day review period for IDE
applications. The agency focuses its review on the data provided to demonstrate
the safety and anticipated benefits of the device for use in humans, as well as
the scientific validity of the proposed clinical trial protocol.  Following clinical studies, a device’s journey to market
can take one of four major pathways:  Investigational
     Device Exemptions (IDE)
 Premarket
     Notification (510(k))
 Premarket
     Approval Application (PMA)
 Humanitarian
     Device Exemption (HDE)  Premarket Notification (510(k))  510(k) is required when demonstrating substantial
equivalence to a legally marketed device, when making significant modifications
to a marketed device, and when a person required to register with FDA
introduces a device for the first time. If a device requires the submission of
a 510(k), it cannot be commercially distributed until the FDA authorizes it.  Substantial Equivalence  A device is substantially equivalent (SE) if it has
the same intended use and same technological characteristics as a legally
marketed device, known as the predicate. A legally marketed device:  was
     legally marketed prior to May 28, 1976 ("preamendments device"),
     for which a PMA is not required, or
 was
     reclassified from Class III to Class II or Class I, or
 was
     found SE through the 510(k) process.  Applicants must compare their device to one or more
similar legally marketed devices and make and support their SE claims. If the
device is SE to a predicate, it is placed in the same class. If it is not SE,
it becomes non-SE and is placed into Class III.  Examples of 510(k)s include x-ray machines, dialysis
machines, fetal monitors, lithotripsy machines, and muscle stimulators.  Premarket Approval (PMA)


---



PMA refers to the
scientific and regulatory review necessary to evaluate the safety and
effectiveness of Class III devices or devices that were found not substantially
equivalent to a Class I or II predicate through the 510(k) process.  PMA is the most involved process. To reasonably assure
that a device is safe and effective, PMA requires valid scientific evidence
that the probable benefits to health from the intended use of a device outweigh
the probable risks, and that the device will significantly help a large portion
of the target population. Sources of valid scientific evidence may include well
controlled investigations, partially controlled studies, historical controls,
well documented case histories by qualified experts, and robust human
experience.  Independence is an important concept for PMAs, meaning
that each PMA should establish the safety and effectiveness of the device under
review, and that data about one device cannot be used to support another.  Examples
of PMAs include digital mammography, minimally invasive and non-invasive
glucose testing devices, implanted defibrillators, and implantable middle ear
devices.  Table 2: Summary Comparison of 510(k) and PMA  510(k)
  Submissions
 PMA
  Submissionsprimarily
       for Class II devices
   a
       Class I or II preamendment or legally marketed device (predicate) exists
   third
       party review option is available for devices not requiring clinical data
   documented
       proof of Substantial Equivalence to a predicate is required
 primarily
       for Class III devices
   a
       Class I or II preamendment or legally marketed device (predicate) does
       not exist
   device
       is life supporting and/or has potential risk to patientdocumented
       safety and effectiveness data for the device is required
  Humanitarian Device Exemption (HDE)  An HDE is a device that is intended to benefit
patients by treating or diagnosing a disease or condition that affects fewer
than 4,000 individuals in the United States per year. HDEs are exempt from
requirements to demonstrate effectiveness. Still, they must pose no
unreasonable risks, or at least the probable benefits should outweigh the
risks. And the device must be used at a facility with an Institutional Review
Board.  HDEs provide a powerful incentive for device
manufacturers to develop devices that help diagnose or treat patients with rare
conditions. Otherwise, a company’s research and development costs would likely
exceed the market returns for serving such small patient populations.  Examples of HDEs include a fetal bladder stent, iris
replacement, radioactive microspheres for cancer treatment, and
semi-constructed finger joints.  Post-Approval Studies  FDA can impose requirements at the time of approval of
a PMA or HDE, or by regulation afterwards. One requirement may be the need for
post-approval studies. The CDRH Post-Approval Studies Program helps ensure that
well designed post-approval studies are conducted effectively and efficiently
and in the least burdensome manner. Post-approval studies should not be used to
evaluate unresolved premarket issues that are important to the initial
establishment of device safety and effectiveness.  With post-approval studies, FDA can evaluate device performance
and potential problems when the device is used more widely than in clinical
trials and over a longer period of time. This allows FDA to build in
accountability and gather essential post market information, including:  longer-term
     performance of the device (for example, effects of re-treatments and
     product changes)
 community
     performance (clinicians and patients
 effectiveness of training programs
 sub-group
     performance
 outcomes
     of concern – real and potential


---



Environmental Laws We have not incurred and do not anticipate incurring any expenses associated with environmental laws.  Employees  At this time, our CEO, President, and Director, Mr. J. Michael Redmond, is our only full time employee.  Our CFO, Norman A. Kunin, our CSO, Dr. Roger Morris, our Vice President, Mike Contarino,  and our directors, Edward W. Withrow III, Dr. Jorn Gorlach, E. William Withrow Jr., David Engert and Anand Kumar provide services to us on an as-needed basis.  Reports to Security Holders  We will be a reporting company and will comply with the requirements of the Exchange Act.  We will file quarterly and annual reports and other information with the SEC, and we will send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.  The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.  ITEM 1A.
     RISK FACTORS
  As we are a smaller reporting company, we are not required to provide the information required by this item.   ITEM 1B.
     UNRESOLVED STAFF COMMENTS
  None.  ITEM 2.
     PROPERTIES
  We neither rent nor own any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.  ITEM 3.
     LEGAL PROCEEDINGS
  There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities law violations.   ITEM 4.
     REMOVED AND RESERVED


---



PART II   ITEM 5.
 MARKET FOR REGISTRANT’S
  COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
  SECURITIES
  Market Information Our Common Stock is not trading on any
stock exchange. We are not aware of any market activity in our stock since our
inception and through the date of this filing.  Holders As of April 15,
2011, there were 10 record holders of 28,000,000 shares of our Common Stock.  Dividends Dividends, if any, will be contingent upon
our revenues and earnings, if any, capital requirements and financial
conditions.  The payment of dividend, if any, will be within the
discretion of our sole director.  We presently intend to retain all
earnings, if any, for use in our business operations and accordingly, our sole
director does not anticipate declaring any dividends prior to a business
combination.  Securities Authorized for Issuance Under Equity
Compensation Plans  Parallax Equity Compensation Plan Information  Information
relating to securities authorized for issuance under equity compensation plans
as of December 31, 2010, is as follows:  (a)
 
 
 (b)
 
 
 (c)Plan Category
 
 Number of securities to be issued upon exercise of
  outstanding options, warrants and rights
 
 
 Weighted-average exercise price of outstanding
  options, warrants and rights
 
 
 Number of securities remaining available for future
  issuance under equity compensation plans (excluding securities reflected in
  column (a))Equity compensation
  plans not approved by security holders:Convertible Note
 
 
 2,025,000
 
 
 $
 .23
 
 
 
 0TOTAL:
 
 
 2,025,000
 
 
 
 .23
 
 
 
 0


---



Common Stock The authorized capital stock of our Company consists of 400,000,000 shares of Common Stock, par value $0.0001 per share, of which there
are 28,000,000 issued and outstanding.  All outstanding shares of Common Stock are of the same
class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of our
stockholders. Our stockholders are entitled to share equally in dividends, if
any, as may be declared from time to time by our Board of Directors out of
funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all
liabilities. Our stockholders do not have cumulative or preemptive rights.  Preferred Stock  Our Certificate of Incorporation authorizes the
issuance of up to 100,000,000 shares of Preferred Stock, par value $0.0001 per
share, with designations, rights and preferences including rights to dividend,
liquidation, conversion, voting, or other rights determined from time to time
by our Board of Directors, without shareholder approval.  Up to this point in
time, we have not designated or issued any shares of Preferred Stock. This description of certain matters relating to our
securities is a summary and is qualified in its entirety by the provisions of
our Articles of Incorporation and By-Laws, which have been included as an
exhibit in previously filed reporting documents.  Recent Sales of
Unregistered Securities  On January 11,
2011, the Company acquired 100% of the issued and outstanding shares of common
stock of Parallax in exchange for the issuance of 21,000,000 shares of our
common stock, par value $0.0001. Parallax sold these shares of Common Stock
under the exemption from registration provided by Section 4(2) of the
Securities Act.  Pursuant to
that certain Employment Agreement entered into on November 15, 2010 between Mr.
Redman and Roth Kline, Inc. (n/k/a Parallax), Mr. Redmond was afforded the
opportunity to purchase 125,000 shares of the company’s common stock at par
value.  In December of 2010, Mr. Redmond elected to purchase all of these
shares.The shares of common stock of the Company
were not registered under the Securities Act andwere sold under the
exemption from registration provided by Section 4(2) of the Securities Act. No
securities have been issued for services. Parallax has not nor has any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued. For all
securities issued above, a legend was placed on the stock certificate stating
that the securities have not been registered under the Securities Act and
cannot be sold or otherwise transferred without an effective registration or an
exemption therefrom, but may not be sold pursuant to the exemptions provided by
Section 4(1) of the Securities Act or Rule 144 under the Securities Act, in
accordance with the letter from Richard K. Wulff, Chief of the Office of Small
Business Policy of the Securities and Exchange Commission’s Division of
Corporation Finance, to Ken Worm of NASD Regulation, Inc., dated January 21,
2000.   ITEM 6.
 SELECTED FINANCIAL DATA
  As a smaller reporting company, we are not required to
provide the information required by this item.   ITEM 7.
 MANAGEMENT’S DISCUSSION
  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


---



(a)
 Liquidity and Capital Resources.
  We are a
development stage company focused on developing our business in the bio-medical
sector.  Our principal business objective for the next twelve (12) months will
be to continue to develop our business plan in the bio-medical field. We have not earned any revenue. As of April 15, 2011,
we had cash on hand of $3,600 and current liabilities of $1,529,635.  We do not
have sufficient capital to operate our business and will require additional
funding to sustain operations through December 2011.  There is no assurance
that we will be able to achieve revenues sufficient to become profitable. We anticipate that we
will require a minimum of $1,500,000 to fund our continued operations for the
next twelve months. We have
incurred losses since inception and our ability to continue as a going‐concern
depends upon our ability to develop profitable operations and to continue to
raise adequate financing.  We are actively targeting sources of additional
financing to provide continuation of our operations. In order for us to meet
our liabilities as they come due and to continue our operations, we are solely
dependent upon our ability to generate such financing. There can be no assurance that the Company
will be able to continue to raise funds, in which case we may be unable to meet
our obligations and we may cease operations.  (b)
 Results of operations of Parallax.
 Comparison
of Fiscal Year Ended December 31, 2010 to Fiscal Year Ended December 31, 2009 Net cash (used in) provided by operating
activities.During the fiscal
year ended December 31, 2010, net cash provided by (used in) operating
activities was $1,330,998 compared with $(50) operating activities for the
fiscal year ended December 31, 2009.  The net cash provided by operating
activities for the fiscal year ended December 31, 2010 was primarily
attributable to the Assignment and License Agreements entered into in September
of 2010 which provide for cash compensation in the amount of $1,500,000, while
the net cash (used in) operating activities for the fiscal year ended December
31, 2009 was due to the accrual of consulting fees in accordance with a certain
Consulting Agreement entered into on January 24, 2009.  Net cash (used in) provided by investing activities.  During the fiscal year ended December 31,
2010, net cash (used in) investing activities increased to $(1,474,998) compared
with $(0) for the fiscal year ended December 31, 2009.The increase in net cash used in investing
activities was a result of the Assignment and License Agreements entered into
in September of 2010 which provide for $1,500,000 in intangible properties.  Net cash (used in) provided by financing activities.During the fiscal year ended December 31, 2010, net
cash provided by financing activities was $144,000 compared with $50 provided
by financing activities for the fiscal year ended December 31, 2009.  The
increase in net cash provided by financing activities was a result of the
conversion of debt into common stock and equity. Fiscal Year Ended
  December 31,2010
 
 
 2009Sales
 
 $
 0
 
 
 $
 0Gross profit
 
 
 0
 
 
 
 0Selling, general and
  administrative expenses
 
 
 (41,223
 )
 
 
 (132,050
 )Depreciation and
  Amortization
 
 
 (25,002
 )
 
 
 (0
 )Net income  (loss)
 
 $
 (66,225)
 
 
 $
 (132,050)


---



Operating Expenses.Operating expenses decreased to $41,223 for the year
ended December 31, 2010 from $132,050 for the year ended December 31, 2009. The
expenses incurred, primarily professional consulting fees, decreased from 2009
to 2010 as a result of the satisfaction of a term contract with the consultant. Total Liabilities.  Total liabilities increased to $1,529,635 for the year ended
December 31, 2010 from $132,412 for the year ended December 31, 2009.  The
increase in total liabilities was primarily due to the accrual of cash
compensation pursuant to the terms of licensing agreements with Montecito Bio
Sciences Ltd.. Depreciation and Amortization.Depreciation and amortization was $25,002 for the
fiscal year ended December 31, 2010, compared to $0 for the fiscal year ended
December 31, 2009. The increase is due to the capitalization of intangible
assets derived from the existing contractual Agreements with Montecito. 
The aggregate value of $1.5 million is being amortized over a period of 180
months.  Net Income .We
had a net loss of $66,225 for the fiscal year ended December 31, 2010, as
compared to a net  loss of $132,050 for the fiscal year ended December
31, 2009.  The decrease in net loss is primarily attributable to a
decrease of selling and administrative expenses.   (c)
 Off-balance sheet
  arrangements.
  We have not
entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors.  (d)
 Inflation.
   We do not believe that inflation has had
in the past or will have in the future any significant negative impact on our
operations.  (e)
 Quantitative and Qualitative disclosures About Market Risk.
 We do not have any
market risk sensitive instruments at this moment. ITEM 7A.
 QUANTITATIVE AND
  QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  As
a smaller reporting company, we are not required to provide the information
required by this item.   ITEM 8.
 FINANCIAL STATEMENTS AND
  SUPPLEMENTARY DATA
  INDEX TO FINANCIAL STATEMENTS  PAGEREPORT
  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 F2BALANCE
  SHEETS
 F3STATEMENTS
  OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 F4STATEMENTS
  OF CASH FLOWS
 F5STATEMENTS
  OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
 F6NOTES
  TO FINANCIAL STATEMENTS
 F7


---



F-1 
  Stan J.H. Lee, CPA 2160 North Central Rd. Suite 209*Fort Lee*NJ 07024-7547 P.O. Box 436402*San Diego*CA
92143-6402 619-623-7799*Fax
619-564-3408*E-mail) stan2u@gmail.com  REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM   To
the Management and Members of ABC
ACQUISITION CORP 1502;   We
have audited the accompanying balance sheet ofABC ACQUISITION CORP 1502(the “Company”)  as of December 31, 2010  and the related  statements of
operations, stockholders’ deficit and cash flows for the period beginning April
12, 2010  (inception) to December 31, 2010 . These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.   We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position ofABC ACQUISITION CORP 1502as of  December 31, 2010  , and the results of its operations and its cash
flows for the period aforementioned ended  in conformity with accounting
principles generally accepted in the United States of America.  The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company has established any source of revenue to cover its operating costs and losses from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Stan J.H. Lee, CPA   _____________________  Stan J.H. Lee, CPA April 12,  2011


---



F-2 
 ABC ACQUISITION CORP 1502 
(A DEVELOPMENT STAGE COMPANY) 
BALANCE SHEETS December 31, 2010Current AssetsCash
 $
 3,600TOTAL ASSETS
 $
 3,600CURRENT LIABILITIESAccounts payable and accrued expenses
 $
 26,402Total Current Liabilities
 
 26,402Related party loans (Note
  3)
 
 1,450STOCKHOLDERS' (DEFICIT)Preferred
  Stock, $0.0001 par value, 100,000,000 shares
 
 0authorized,
  none issued and outstandingCommon
  stock, $0.0001 par value, 400,000,000 sharesauthorized
  ,  35,000,000 and 35,000,000 issued and outstandingDecember
  31, 2010 and September 30, 2010, respectively
 
 3,500Additional paid in capitalNet income
  (loss)
 
 (27,752
 )Total Stockholders' (Deficit)
 
 (24,252
 )TOTAL LIABILITIES AND STOCKHOLDERS'
  (DEFICIT)
 $
 3,600
 F-3 
 ABC ACQUISITION CORP 1502 
(A DEVELOPMENT STAGE COMPANY) 
STATEMENTS OF OPERATIONS CumulativeApril 12, 2010 (inception) to
 April 12, 2010 (inception) toDecember 31, 2010
 
 
 December 31, 2010Revenue
 $
 0
 
 $
 0Cost of sales
 
 0
 
 
 0Gross profit (loss)
 
 0
 
 
 0General and administrative
  expenses
 
 27,752
 
 
 27,752Operating (loss)
 
 (27,752
 )
 
 (27,752
 )Interest income
 
 0
 
 
 0Net (loss)
 $
 (27,752
 )
 $
 (27,752
 )Weighted average common
  shares outstanding - basic and diluted
 
 35,000,000
 
 
 35,000,000Net (loss) per common share
  - basic and diluted
 $
 
 
 $


---



F-4 
 ABC ACQUISITION CORP 1502 
(A DEVELOPMENT STAGE COMPANY) 
STATEMENTS OF CASH FLOWS CumulativeApril 12, 2010  (inception) to
 April 12, 2010  (inception) toDecember 31, 2010
 
 
 December 31, 2010Cash flow from operating
  activities:Net (loss)
 $
 (27,752
 )
 $
 (27,752
 )Adjustments to reconcile net
  (loss) to net cash (used in) operating activities:Changes
  in operating assets and liabilities:Increase in accounts payable and accrued expenses
 
 26,402
 
 
 26,402Net cash
  (used in) operating activities
 $
 (1,350
 )
 $
 (1,350
 )Cash flows from financing
  activities:Proceeds from related party loans
 
 1,450
 
 
 1,450Issuance of capital stock for cash
 
 3,500
 
 
 3,500Net cash
  provided by financing activities
 $
 4,950
 
 $
 4,950Increase in cash
 $
 3,600
 
 $
 3,600Cash - beginning of period
 
 0
 
 
 0Cash - end of period
 $
 3,600
 
 $
 3,600Non-Cash Activities
 $
 0
 
 $
 0Supplemental Disclosures of
  Cash Flow Information:Interest Paid
 $
 0
 
 $
 0Income Taxes Paid
 $
 3,600
 
 $
 3,600


---



F-5 
 ABC ACQUISITION CORP 1502(A DEVELOPMENT STAGE COMPANY)STATEMENT OF STOCKHOLDERS' (DEFICIT)PERIOD FROM APRIL 12, 2010 (INCEPTION) TO DECEMBER 31, 2010 (DEFICIT)ACCUMULATEDDURING THECOMMON STOCK
 
 
 EXPLORATIONSHARES
 
 
 AMOUNT
 
 
 STAGE
 
 
 TOTALBalance, April 12, 2010
  (date of inception)
 
 -
 
 $
 -
 
 $
 -
 
 $
 -Issuance of common stock
 
 35,000,000
 
 
 3,500
 
 
 -
 
 
 3,500Net loss
 
 -
 
 
 -
 
 
 (27,752
 )
 
 (27,752
 )Balance, December 31, 2010
 
 35,000,000
 
 
 3,500
 
 
 (27,752
 )
 
 (24,252
 )
 F-6 
  ABC ACQUISITION CORP 1502 (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER
31, 2010 NOTE 1. OVERVIEW ABC Acquisition Corp 1502 (the “Company”)
was incorporated on April 12, 2010 in the state of Nevada.  The Company
intends to serve as a vehicle to effect an asset acquisition, merger, exchange
of capital stock or other business combination with a domestic or foreign
business.  At December 31, 2010 the Company has not
yet commenced any operations.  All activity from April 12, 2010 (date of
inception) through December 31, 2010 relates to the Company’s formation and the
pending registration statement described below.


---



Going Concern  As reflected in the accompanying financial
statements, the Company is in the development stage with limited operations. 
The Company has a net loss of $27,752 from inception and has a working capital
and stockholder’s deficiency of $24,252 at December 31, 2010.  This raises
substantial doubt about its ability to continue as a going concern.  The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to obtain funding from its principal stockholder and
implement its business plan.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.   NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  This summary of significant accounting policies is presented to
assist in understanding the Company’s financial statements.  These
accounting policies conform to accounting principles, generally accepted in the
United States of America, and have been consistently applied in the preparation
of the financial statements.  Development Stage Company  The Company is a development stage company as defined by ASC
915-10-05, “Development Stage Entity”.  The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced.  All losses accumulated, since
inception, have been considered as part of the Company’s development stage
activities.  Use of Estimates  The preparation of financial statements, in conformity with
generally accepted accounting principles in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from these estimates.  Fiscal Year End  The Company has a fiscal year ending on December 31.  Cash Equivalents  The Company considers all highly liquid investments with
maturities of three months or less at the time of purchase to be cash equivalents.  Fair Value of Financial Instruments  The carrying amounts reported in the balance sheet for cash,
accounts payable and accrued expenses approximate fair value based on the
short-term maturity of these instruments.  Income Taxes  The Company uses the asset and liability method of accounting for
income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.”
Under this method, income tax expense is recognized for the amount of:
(i) taxes payable or refundable for the current year; and,
(ii) deferred tax consequences of temporary differences resulting from
matters that have been recognized in an entity’s financial statements or tax
returns. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. Avaluation allowance is provided to reduce the deferred
tax assets reported if, based on the weight of available positive and negative
evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.


---



ASC 740-10 prescribes a recognition threshold and measurement
attribute for the financial statement recognition of a tax position taken or
expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an
uncertain tax position taken or expected to be taken may be recognized only if
it is “more likely than not” that the position is sustainable upon examination,
based on its technical merits. The tax benefit of a qualifying position under
ASC 740-10 would equal the largest amount of tax benefit that is greater than
50% likely of being realized upon ultimate settlement with a taxing authority
having full knowledge of all the relevant information. A liability (including
interest and penalties, if applicable) is established to the extent a current
benefit has been recognized on a tax return for matters that are considered
contingent upon the outcome of an uncertain tax position. Related interest and
penalties, if any, are included as components of income tax expense and income
taxes payable.  Earnings (Loss) per Share  Basic earnings (loss) per share is computed by dividing net
income, or loss, by the weighted average number of shares of common stock
outstanding for the period.  Diluted earnings (loss) per share is computed
by dividing net income, or loss, by the weighted average number of shares of
both common and preferred stock outstanding for the period.  New Accounting Standards  Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
affect on the accompanying financial statements.  NOTE 3. RELATED PARTY LOANS As at December 31, 2010, affiliates and related
parties are due a total of $1,450, which is comprised of compensation owed to
the officer of the Company.  NOTE 4. STOCKHOLDER’S EQUITY  The total number of authorized shares of preferred
stock that may be issued by the Company is 100,000,000 with a par value of
$0.0001 per share.  As
at December 31, 2010, no shares of preferred stock have been issued. The total number
of authorized shares of common stock that may be issued by the Company is
400,000,000 with a par value of $0.0001 per share. On April 15, 2010, the Company
issued 35,000,000 shares of common stock at par value of $0.0001 to the founder
of the corporation, for a total consideration of $3,500.  As
at December 31, 2010 the Company has 35,000,000 common shares issued and
outstanding.   NOTE 5. INCOME TAX At December 31, 2010, deferred tax assets consist of:Net operating loss carry forward
 $
 27,752Start-up costs capitalized for tax purposes
 
 -0-Gross deferred tax assets
 
 9,713Valuation allowance
 
 (9,713)Net deferred tax assets
 $
 -
     Realization of deferred tax assets is dependent upon sufficient future
taxable income during the period that deductible temporary differences and net
operating loss carry forwards are expected to be available to reduce taxable
income. As the achievement of required future taxable income is uncertain, the
Company recorded a full valuation allowance. The Company’s valuation allowance
increased by $ 9,713 during 2010.  The difference between the statutory tax rate of 35% and the
effective tax rate of 0% is due to the valuation allowance for deferred income
tax assets. NOTE 9.  SUBSEQUENT EVENTS The Company has
evaluated events and transactions that occurred between December 31, 2010 and
the date the financial statements were available for issue, for possible
disclosure or recognition in the financial statements. The Company has
determined that there were no such events or transactions that warrant
disclosure or recognition in the financial statements except as noted below. On January 11,
2011 (the “Closing Date”), the Company entered into and closed a share exchange
agreement (the “Share Exchange Agreement”) with Amersey Investments, LLC
(“Amersey”), Parallax Diagnostics, Inc., a Delaware corporation (“Parallax”)
and its sole shareholder, Montecito Bio Sciences, Ltd. (“Montecito”). On the
Closing Date, pursuant to the terms and conditions of the Share Exchange
Agreement, (i) the Company acquired 100% of the issued and outstanding shares
of common stock of Parallax in exchange for the issuance of 21,000,000 shares
of our common stock, par value $0.0001 and (ii) Parallax merged with and into
the Company whereupon the Company continued as the surviving entity and the
corporate existence of Parallax ceased (the “Merger”).  Additionally, as
further consideration for the share exchange and Merger and in accordance with
the Shares Exchange Agreement, Amersey cancelled to treasury 28,000,000 shares
of the Company’s common stock. As a result of the
transactions effected by the Share Exchange Agreement, (i) the former business
of Parallax is now the Company’s sole business and (ii) there is a change of
control whereby the former shareholder of Parallax, Montecito, will now own a
controlling 75% ownership interest in the Company.  The Company intends to
change its name to “Parallax Diagnostics, Inc.” As a further condition of the Share Exchange
Agreement, the current officers and directors of the Company resigned and J.
Michael Redmond was appointed to serve as a Director and also as the CEO and
President of the Company.  Additionally, Mr. Norman A. Kunin was appointed to
serve as the Company’s CFO, Mr. Mike Contarino was appointed to serve as the
Company’s Vice President and Dr. Roger Morris was appointed to serve as the
Company’s Chief Science Officer.  Mr. Edward W. Withrow III, Dr. Jorn Gorlach,
Mr. Anand Kumar, Mr. David Engert and Mr. E. William Withrow Jr. were appointed
to serve as Directors. F-7 
   ITEM 9.
 CHANGES IN AND
  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 At this time, we do not have any changes
in and disagreements with accountants and financial disclosure to report.
     ITEM 9A.
 CONTROLS AND PROCEDURES
   (a)
 Evaluation of disclosure
  controls and procedures.
 We
maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) that are designed to assure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.  As required by Exchange Act Rule 13a-15(b), as of the
end of the period covered by this report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of that
date. (b)
 Changes in internal control
  over financial reporting.
 There
was no change in our internal control over financial reporting during the last
fiscal quarter covered by this report that has materiallyaffected, or is reasonably likely to materially
affect, our internal control over financial reporting. ITEM 9B.
 OTHER INFORMATION
  None.   PART III   ITEM 10.
 DIRECTORS, EXECUTIVE
  OFFICERS, AND CONTROL PERSONS
   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS  Our current executive officers and directors and their ages are as
follows:  NameAgePosition
  
  J. Michael Redmond                50                           CEO,
  President, Director
  Norman A. Kunin                   73                        CFO
  Mike Contarino                       55                       
  Vice President of Systems Development
  Dr. Roger Morris                    58                        Chief
  Science Officer
  Edward W. Withrow III           46                           Director
  Dr. Jorn Gorlach                     49                       
  Director
  E. William Withrow Jr.          73                       
  Director
  Anand Kumar                         68                       
  Director
  David Engert                          58                       
  Director
 Set forth below is information relating to
the business experience of each of our directors and executive officers.  J. Michael Redmond
     Mr.
J. Michael Redmond, age 50, has over twenty-five years of experience in the
medical device and biotech markets.  In May of 2009, Mr. Redmond founded JMR,
Inc. and has served as its President since that time. JMR, Inc. provides
business development and marketing services to diagnostic and biotech
companies.  As President, Mr. Redmond is responsible for developing and
implementing the business plan of the company.  From
May 2007 to June 2009, Mr. Redmond served as the Vice President of Marketing
and Business Development for DxTech, Inc., a startup company focused on a
disruptive model for point of care diagnostic testing.  As the Vice President
of Marketing and Business Development, Mr. Redmond was responsible for creating
and implementing the company’s business plan, raising capital and forming
strategic alliances with industry partners.  From
1996 to 2007, Mr. Redmond worked in various titles and capacities for Bioject,
Inc., an early stage drug delivery company.  From 1996 to 1997, Mr. Redmond
served as the company’s Vice President of Sales and Marketing.  From 1998 to
2002, Mr. Redmond served as the company’s Vice President of Business
Development, and from 2003 to 2007, Mr. Redmond served as the company’s Senior
Vice President of Business Development, Sales and Marketing. In these
positions, Mr. Redmond’s responsibilities included negotiating corporate
partnerships with major pharmaceutical and biotech companies, launching new products,
securing distribution channels, P&L responsibility and raising capital.  From
1989 to 1996, Mr. Redmond was employed with KMC Systems, a private label
developer and manufacturer of medical devices and instruments. At KMC Systems,
Mr. Redmond served as the Director of Sales and Marketing and the Director of
Business Development, Sales and Marketing. Mr. Redmond was responsible for
developing new business in the U.S. and Europe as well as negotiating long-term
product development and production contracts.  Additionally, from 1983 to 1989,
Mr. Redmond was employed with Abbott Laboratories in the diagnostic division. 
While at Abbott Laboratories, Mr. Redmond served as Product Manager, Account
Executive, and Diagnostics Systems Sales Specialist.  Mr. Redmond
earned a Bachelor of Arts degree from Denison University in 1983.  Mr.
Redmond is qualified to be the CEO, President, and Director of Parallax because
of his extensive experience in a multitude of different capacities in the
medical device and biotech markets.  None of the aforementioned companies
are parents, subsidiaries, or affiliates of ABC Acquisition Corp 1502. Norman A. Kunin Mr. Kunin, age 73, has over thirty
years of diversified financial management experience. Since May 2003, Mr. Kunin
has served either as Chief Financial Officer or Financial Business Consultant
to Addison-Davis Diagnostics, Inc., a publicly traded bio-medical diagnostics
company. As CFO and Financial Business Consultant, Mr. Kunin has been
responsible for financial business and strategic planning. After
Mr. Kunin’s sale of his public accounting partnership, Mr. Kunin continued his
career as a financial executive and consultant for a variety of private and
public companies.  In March of 1997, Mr. Kunin founded Kunin Business
Consulting, a division of Ace Investors, LLC through which his consulting
engagements included financial forecasting, business planning, and capital
formation.  None of the aforementioned companies are parents,
subsidiaries, or affiliates of ABC Acquisition Corp 1502.  Mr.
Kunin earned his Bachelor of Business degree with a major in accounting at New
York’s City College School of Business. Mr. Kunin is a member of the American
Insitute of Certified Public Accountants.  Mike
Contarino  Mr. Mike Contarino, age 55, has extensive experience
developing, integrating and driving complex programs to meet corporate goals.
Additionally, Mr. Contarino has directed Regulatory Affairs, Quality Assuranceand Manufacturing. As a technical and operations professional,
Mr. Contarino brings over 30 years successful leadership in product
development, commercialization of complex medical/diagnostic instrumentation,
and operations management.
     Mr. Contarino was employed by Tecan-Boston, a
subsidiary of Tecan AG, where he held the positions of Vice President of
R&D, and led all aspects of its novel, automated micro fluidic system
platform for Drug Discovery, including overall site management, R&D and
Operations.  Previously, Mr. Contarino held the position of Vice President
of Systems Development for Instrumentation Laboratory (IL), a global leader in medical
diagnostic systems. Mr. Contarino accelerated product development cycles by
introducing design control processes and procedures in R&D. At IL, Mr.
Contarino was a member of the Executive Committee and Scientific Advisory
Boards for homeostasis and critical care, was technical lead of the Merger
& Acquisition (M&A) team, and had responsibility for R&D sites in
the US, Italy and Spain.  Prior to IL, Mr. Contarino was the Director of
Engineering at KMC Systems Inc. a recognized leader in systems development of
diagnostic platforms. Mr. Contarino successfully commercialized immunoassay,
clinical chemistry and robotic pipetting systems.  Mr. Contarino earned his Mechanical Engineering degree
from the University of Lowell, completed the Management Development Program at
Boston University and is a Member of the Society of Automotive Engineers (SAE).  Dr. Roger Morris  Dr. Roger Morris, age 58, has experience providing over
all guidance for technology development, intellectual property and scientific
communications strategies.  Dr. Morris has twenty years management and
technical experience in developing clinical diagnostic systems with Baxter
Healthcare Corporation, bioMerieux and most recently XL TechGroup. During this
time he has developed and launched a number of successful automated diagnostic
system products.  Dr. Morris received his B.Sc. and PhD in biochemistry
from the University of Salford, UK and did his Post Doctorate work at Cornell
and has published over 20 scientific articles and received 14 patents.  Edward W. Withrow III  Mr.
Edward W. Withrow III, age 46, currently serves as a director for ABC
Acquisition Corp 1502.  In addition to serving as a director for ABC
Acquisition Corp 1502, Mr. Withrow III currently serves as the Chairman of the
Board for Ecologic Transportation, Inc., a company founded by Mr. Withrow III
and dedicated to providing environmentally friendly transportation services.
Mr. Withrow III also currently serves as the President and CEO of Montecito Bio
Sciences, Ltd., a bio-medical diagnostics company.  As President and CEO, Mr.
Withrow III is responsible for creating and implementing the company’s business
plan, raising capital and forming strategic alliances with industry partners.  From 2002 to 2005, Mr. Withrow III served as the CEO
for Addison-Davis Diagnostics, Inc. Addison Davis Diagnostics, Inc. offers
point-of-care screening tests to the global health care market.  As CEO, Mr. Withrow
III was responsible for corporate governance, strategic planning,
capitalization, and business development.  From 2002 to 2004, Mr. Withrow III
served as the CEO for Reward Enterprises, Inc., a diversified financial
services company specializing in subprime consumer lending. As CEO, Mr. Withrow
III was responsible for developing and implementing the overall business plan
of the company.  Mr.
Withrow III is qualified to be a director of ABC Acquisition Corp 1502 because
of his knowledge of and prior experience working in the diagnostics products
market.  Mr.
Withrow III graduated from Alameda High School in Alameda California in 1982
and attended Santa Barbara City College from 1982 to 1985 where he majored in
Business.
     Dr. Jorn Gorlach  Dr. Jorn Gorlach, age 49, has over twenty years of
experience in the bio-medical field. In 2001, Dr. Gorlach co-founded
AAvantgarde, a management consulting firm focused on the development and
support of start-up companies. Since the inception of AAvantgarde in 2001, Dr.
Gorlach has also served as one of its directors.  As a co-founder and director
of AAvantgarde, Dr. Gorlach is responsible for management consulting,
licensing, and general operations. Since 2006, Dr. Gorlach has also served as a
co-founder and director of Montecito Bio Sciences, Ltd., a diagnostics and
testing company with proprietary technology for point of care diagnostics,
testing, and data communication.  Dr. Gorlach, in his role as co-founder
and director, is responsible for developing and implementing the business plan
of the company.  In 2002, Dr. Gorlach co-founded AAvantgarde
Laboratories AG and has served as its CEO since that time.  AAvantgarde
Laboratories AG is a research, development, and licensing company of
biotechnology products, particularly in the field of diagnostics, biological
prognostics, and diseases.  As CEO, Dr. Gorlach is responsible for developing
the company’s business plan, developing outlines for product concept, research,
and development, and leading financing activities and investor relations.  In
2001, Dr. Gorlach co-founded Arcanum Discovery, Inc., a proteomics and drug
discovery company focusing on novel drug target identifiers and validation.
Additionally, from 2001 to 2002, Dr. Gorlach served as head of business development
and finances for Arcanum Discovery, Inc. where he developed the company’s
product concept, research and development, and business plan as well as managed
financing activities and investor relations.  In 2001, Dr. Gorlach
co-founded Ercole Biotech, Inc., a research stage biopharmaceutical company
involved in the creation of oligonucleotide drugs.  Since its inception until
2003, Dr. Gorlach served as a director of the company where he was responsible
for developing business strategy, financial planning, and contract negotiation
strategy. In 1997, Dr. Gorlach co-founded Paradigm Genetics, Inc., a bio-technology
research company. From 1997 to 1999, Dr. Gorlach served as the company’s
Director of Research where he was responsible for developing concepts regarding
novel functional genomic platform, focusing on high throughput,
industrialization, systematization, and biology/IT integration.  From 1999 to
2000, Dr. Gorlach served as the Director of Project Management for Paradigm
Genetics, Inc.  As Director of Project Management, Dr. Gorlach managed customer
projects and research progress.  From 2000 to 2001, Dr. Gorlach served as the
company’s vice president of business development.  As a member of the company’s
executive team, Dr. Gorlach was responsible for new projects and the
development of plans in future key business fields.  Beginning in 2001 and
continuing through 2002, Dr. Gorlach served as a consultant for Paradigm
Genetics, Inc., where he supported the company’s agricultural project initiatives
and customer negotiations. From 1996 to 1997, Dr. Gorlach served
as the Group Leader of Combinatorial Biochemistry for Novartis, Inc., a
healthcare and scientific research company.  As Group Leader of Combinatorial
Biochemistry, Dr. Gorlach led team efforts in developing pharmaceutically
active macrolide and cloning multiple polyketides genes. From 1994 to 1996, Dr. Gorlach was a
research scientist for Ciba-Geigy, Inc., a chemical company. As a research
scientist, Dr. Gorlach focused on acquired immunity and chemical regulation in
wheat. From 1991 to 1994, Dr. Gorlach was a
research fellow for the Swiss Federal Institute in Zurich, Switzerland. As a
research fellow, Dr. Gorlach focused his attention on gene regulation of amino
acid biosynthetic pathways. None of the aforementioned companies are parents, subsidiaries, or affiliates
of ABC Acquisition Corp 1502. Dr. Gorlach has a Bachelor of Science
Degree in Chemistry and Biology as well as a Bachelor of Science Degree in
Biochemistry from the University of Hannover.  In 1991, Dr. Gorlach
obtained a Master in Science from the University of Hannover in Biochemistry. 
In 1994, Dr. Gorlach received a Ph.D. in Molecular Biology from ETH Zurich, and
in 2000, received a MBA from the Kenan-Flagler Business School at the
University of North Carolina-Chapel Hill. Dr. Gorlach is qualified to be a director
of ABC Acquisition Corp 1502 because of his extensive experience in business
development, project management, strategic planning, and business management in
a multitude of different capacities in the bio-technology field.
     E. William Withrow Jr. Mr.
Withrow Jr., age 73, has nearly twenty years of experience in the financial
investment industry, twenty-four years of experience in the logistics field,
and twenty years of experience in civic leadership. From 1997 to 2002, Mr.
Withrow Jr. served as a financial consultant for Wells Fargo, a provider of
personal banking and investing services.  From 1993 to 1997, Mr. Withrow Jr.
served as a financial consultant for Merrill Lynch, a financial management and
advisory company.  From 1987 to 1989, Mr. Withrow Jr. served as a sales manager
for Paine Webber, a stock brokerage and asset management firm, and from 1983 to
1987, Mr. Withrow Jr. served as a financial consultant for Drexel Burnham
Lambert, an investment banking firm.  As a financial consultant and sales
manager for the aforementioned financial institutions, Mr. Withrow Jrexamined financial statements, evaluated investment
opportunities, provided advice to clients about possible investment
opportunities and provided advice to stockbrokers and other individuals attempting
to sell securities.  Additionally,Mr. Withrow Jr. served twenty-four years
on active duty in the U.S. Navy as a professional logistician, retiring with
the rank of Captain.  Mr.
Withrow Jr. has been very active in civic leadership for the past 20 years
serving in a number of elected and appointed positions, including Mayor of
Alameda, California.  Mr. Withrow Jr. is currently serving as the regionally
elected President of the Governing Board of The Peralta Colleges, an
institution consisting of 2,000 faculty and staff and approximately 30,000
students.  None of the aforementioned companies are
parents, subsidiaries, or affiliates of ABC Acquisition Corp 1502. Mr. Withrow Jr. received a Bachelor of Business in
Finance and Accounting from the University of Colorador in 1959, and in 1972,
received a Master in Business Administration from Harvard University.  Anand Kumar Mr. Kumar, age 68, has over
twenty-five years of experience in international business development. In 1999,
Mr. Kumar founded Global Telesolutions, a company responsible for creating
partnerships and in-country relationships for various companies in Asia and the
Indian subcontinent. From 1999 to 2010, Mr. Kumar served as the CEO for Global
Telesolutions where, among other things, he developed presence and business in
the Middle East and Indian, built global network partnerships for
telecommunications and traffic, and oversaw international staff for operations. From 1995 to 1999, Mr. Kumar served as
the Executive Vice President for Facilicom International, a leading
international telecommunications carrier. As Executive Vice President, Mr.
Kumar developed multi-country business and network presence for operations,
negotiated with vendors, regulators, and partners, and oversaw Europe and Asia
managers and assisted in multi-national sales closings. From 1986 to 1993, Mr. Kumar served as
the President for Washington International Teleport. As President, Mr. Kumar
built the first direct international earth station after U.S. de-regulation,
obtained new national and international video and data clients, and created the
satellite, fiber hybrid network video concept.  From 1981 to 1986, Mr. Kumar
served as the President of Communications Strategies Group, a company that
delivers comprehensive public relations and strategic communications services
to organizations. As President, Mr. Kumar investigated technology business opportunities
for international clients and ran special training sessions in various areas of
telecommunications practice. None of the aforementioned companies are
parents, subsidiaries, or affiliates of ABC Acquisition Corp 1502. Mr. Kumar earned a B.S.E.E. from
Jadavpur University and a M.S.E.E. and PhD candidacy degree from the University
of Connecticut. David Engert Mr. Engert, age 58, has served as the
President and Chief Executive Officer of NightHawk Radiology Holdings, Inc.
since November 2008 and as a member of its board of directors since April 30,
2008. Mr. Engert also sits on the Board of Directors of Healthation, Inc., a
healthcare information technology company. Mr. Engert wasthe
founder and owner of ES3, a strategic consulting and investment company since
2007. From 2002 to 2006, Mr. Engert served as the president, chief executive
officer and director of Quality Care Solutions, Inc., one of the nation’s
leading providers of advanced healthcare payer enterprise application
solutions, which was acquired by Trizetto, Inc. in January 2007. Prior to 2002,
Mr. Engert held a number of senior level management positions in the healthcare
industry over the previous 10 years, including senior vice president &
general manager at McKesson Corporation's Managed Care Division.
     The term of office of each director
expires at our annual meeting of stockholders or until their successors are
duly elected and qualified. Significant
Employees None. Family
Relationships E. William Withrow Jr., a director of the Company,
is the father of another director of the Company, Edward W. Withrow III.  E.
William Withrow Jr. is also the chairman of Montecito Bio Sciences, Ltd., the
controlling shareholder of Company. Involvement
in Certain Legal Proceedings There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders
or decrees material to the evaluation of the ability and integrity of any
director, executive officer, promoter or control person of our Company during
the past five years.  ITEM 11.
 EXECUTIVE COMPENSATION
 We reimburse our directors for expenses incurred in
connection with attending board meetings but we do not pay our directors fees
or other cash compensation for services rendered as a director. Our executive officers are currently
earning compensation. The following table sets forth information, with respect
to Parallax, concerning all cash and non-cash compensation awarded to, earned
by or paid to the named persons for services rendered in all capacities during
the noted periods. No other executive officer received total annual salary and
bonus compensation in excess of $100,000.      Parallax Summary Compensation Table Name andPrincipalPosition
 Year
 Salary($)
 Bonus($)
 StockAwards($)
 OptionAwards($)
 Non-EquityIncentive PlanCompensationEarnings($)
 Non-QualifiedDeferredCompensationEarnings($)
 All OtherCompensation($)
 Total($)J. Michael Redmond, 
  CEO, President and Director
 2010
 25001
 --
 125(1)
 137,500(2)
 --
 --
 --
 162,6262009
 --
 --
 --
 --
 --
 --
 --
 --
     (1)Pursuant to that certain
Employment Agreement entered into on November 15, 2010 between Mr. Redman and
Roth Kline, Inc. (n/k/a Parallax), Mr. Redmond was afforded the opportunity to
purchase 125,000 shares of the company’s common stock at par value.  In
December of 2010, Mr. Redmond elected to purchase all of these shares.  The
dollar amount listed in the table above reflects the aggregate grant date fair
value computed in accordance with FASB ASC Topic 718.  (2)On October 31, 2010, pursuant to
its Employee Stock Option Plan, Roth Kline, Inc. (n/k/a Parallax) granted
1,375,000 options of common stock to its CEO, President, and Director, Mr. J.
Michael Redmond, at an exercise price of $0.10 per share. The dollar amount
listed in the table above reflects the aggregate grant date fair value computed
in accordance with FASB ASC Topic 718.  Employment Agreement  On
November 15, 2010, Roth Kline, Inc. (n/k/a Parallax) entered into an employment
agreement with its CEO, Mr. J. Michael Redmond (the “Employment Agreement”).
The Employment Agreement has a term of three years from the effective date,
November 15, 2010. Under the Employment Agreement, Mr. Redmond agreed to serve
as the President, CEO, and Director of Roth Kline, Inc.  Mr. Redmond shall have
such authority and responsibility as may reasonably be assigned to him by the
company’s board of directors. Pursuant to the Employment Agreement, Mr. Redmond
will have a base salary of $200,000 per annum in year one, $225,000 in year two
and $295,000 in year three. Additionally, as part of the Company’s Employee
Stock Option Plan, Mr. Redmond was granted 1,375,000 options of the Company’s
common stock at an exercise price of $.10.  Furthermore, pursuant to the
Employment Agreement, the Company awarded Mr. Redmond the right to purchase
125,000 shares of the company’s common stock.  Mr. Redmond shall be entitled to
participate in any and all deferred compensation, 401(k) or other retirement plans,
medical insurance, dental insurance, group health, disability insurance,
pension and other benefit plans that are made generally available by the
company to its executives who have similar responsibilities and perform similar
functions as Mr. Redmond.  The foregoing summary of the Employment Agreement is
not complete and is qualified in its entirety by reference to the complete text
of the Employment Agreement, which is attached hereto as Exhibit 10.5.  Consulting Agreements  On November 30, 2010, Roth Kline, Inc. (n/k/a
Parallax) entered into a Consulting Agreement with Dr. Roger Morris (the
“Morris Consulting Agreement”).  Pursuant to the terms of the Morris Consulting
Agreement, Dr. Morris will provide certain services to Parallax at the
direction of the Company’s CEO and will receive one hundred and fifty thousand
(150,000) options of common stock vesting over eighteen (18) months with a
strike price of twenty-five ($.25) cents under the terms of the option
agreement entered into between Parallax and Dr. Morris (the “Morris Option
Agreement”).  The Morris Consulting Agreement and Morris Option Agreement are
attached hereto as Exhibits 10.6 and 10.7, respectively.  On November 30, 2010, Roth Kline, Inc. (n/k/a
Parallax) entered into a Consulting Agreement with Michael Contarino (the
“Contarino Consulting Agreement”).   Pursuant to the terms of the Contarino
Consulting Agreement, Mr. Contarino will provide certain services to Parallax
at the direction of Parallax’s CEO and will receive, under the terms of an
option agreement entered into between Parallax and Mr. Contarino (the
“Contarino Option Agreement”), one hundred and fifty thousand (150,000) options
of common stock vesting over eighteen (18) months with a strike price of
twenty-five ($.25) cents.  The Contarino Consulting Agreement and Contarino
Option Agreement are attached hereto as Exhibits 10.8 and 10.9, respectively.  On January 10, 2011, Parallax entered into a
Consulting Agreement with Dr. David Stark (the “Stark Consulting Agreement”). 
Pursuant to the terms of the Stark Consulting Agreement, Dr. Stark will provide
services to Parallax at the direction of Parallax’s CEO in the area of FDA
regulatory approvals and will receive, under the terms of an option agreement
entered into between Parallax and Dr. Stark (the “Stark Option Agreement”),
seventy-
five thousand (75,000) options of common stock vesting over eighteen (18) months with a strike price of twenty-five ($.25) cents.  The Stark Consulting Agreement and Stark Option Agreement are attached hereto as Exhibits 10.10 and 10.11, respectively.
     On February 1, 2011, Parallax entered into a Consulting Agreement with Ricky Richardson (the Richardson Consulting Agreement).  Pursuant to the terms of the Richardson Consulting Agreement, Mr. Richardson will provide services to Parallax at the direction of Parallaxs CEO in the area of operations and logistics and will receive, under the terms of an option agreement entered into between Parallax and Mr. Richardson (the Richardson Option Agreement), one hundred and fifty thousand (150,000) options of common stock vesting over eighteen (18) months with a strike price of twenty-five ($.25) cents.  The Richardson Consulting Agreement and Richardson Option Agreement are attached hereto as Exhibits 10.12 and 10.13, respectively.  On February 1, 2011, Parallax entered into a Consulting Agreement with Grant Park Global, LLC, (the Grant Consulting Agreement) a Chicago, Illinois based business development and consulting firm. Pursuant to the terms of the Grant Consulting Agreement, Grant Park Global, LLC will provide services to Parallax at the direction of Parallaxs CEO and will receive, under the terms of an option agreement entered into between Parallax and Grant Park Global, LLC (the Grant Option Agreement), twenty-five thousand (25,000) options of common stock vesting over eighteen (18) months with a strike price of twenty-five ($.25) cents.  The Grant Consulting Agreement and Grant Option Agreement are attached as Exhibits 10.14 and 10.15, respectively.  On February 1, 2011, Parallax entered into a Business Consulting Agreement with Kunin Business Consulting (the Kunin Consulting Agreement) to engage the non-exclusive services of Norman A. Kunin in the capacity of Chief Financial Officer.  The term of the engagement shall be for one year commencing February 1, 2011 with a one year option to continue upon mutually agreeable terms.  As compensation for services under the Agreement, Parallax shall pay a cash payment of $5,000.00 per month and, pursuant to the terms of that certain option agreement (the Kunin Option Agreement), Mr. Kunin will receive 50,000 qualified options of the Parallax vesting over eighteen (18) months with a strike price of twenty-five ($.25) cents.   The Kunin Consulting Agreement and Kunin Option Agreement are attached as Exhibits 10.16 and 10.17, respectively.   Executive Officer Stock Options  Employee Stock Option Plan  The Employee Stock Option Plan (the Option Plan) is intended to encourage ownership of shares of Parallax by certain employees of the company in order to provide additional incentives for them to remain an employee of Parallax.  It is intended that the option issued pursuant to the Option Plan shall constitute either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended or non-incentive stock options.  On October 31, 2010, pursuant to its Option Plan, Roth Kline, Inc. (n/k/a Parallax) granted      1,375, 000 options of common stock to its CEO, President, and Director, Mr. J. Michael Redmond, at an exercise price of $0.10 per share.  The options granted terminates on the date that is ten years after the grant date and vest in accordance with the vesting terms included in that certain Stock Option Agreement (Option Agreement) entered into between Mr. Redmond and Roth Kline, Inc. on or around October 31, 2010.  The foregoing summary of the Stock Option Plan and Option Agreement is not complete and is qualified in its entirety by reference to the complete text of the Stock Option Plan and Option Agreement, which is attached hereto as Exhibits 10.18 and 10.19, respectively.   The following table sets forth information pertaining to the securities underlying unexercised options of executive employees of Parallax for the last fiscal year ended.   OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
     Option AwardsNAME
     
     Number of Securities Underlying Unexercised Options
Exercisable (#)
     
     
     Number of Securities Underlying Unexercised Options
Unexercisable
(#)
     
     
     Equity Incentive Plans Award: Number of Securities Unexercisable Unearned Options
(#)
     
     
     Exercise
Price
($)
     
     
     Expiration
DateJ. Michael Redmond
     
     
     343,750
     
     
     
     1,031,250
     
     
     
     0
     
     
     
     .10
     
     
     10/31/2020Dr. Roger Morris
     
     
     25,000
     
     
     
     125,000
     
     
     
     0
     
     
     
     .25
     
     
     5/30/2012Michael Contarino
     
     
     25,000
     
     
     
     125,000
     
     
     
     0
     
     
     
     .25
     
     
     5/30/2012Dr. David Stark
     
     
     12,500
     
     
     
     62,500
     
     
     
     0
     
     
     
     .25
     
     
     7/10/2012Ricky Richardson
     
     
     0
     
     
     
     150,000
     
     
     
     0
     
     
     
     .25
     
     
     8/1/2012Norman Kunin
     
     
     0
     
     
     
     50,000
     
     
     
     0
     
     
     
     .25
     
     
     8/1/2012
  The following table sets forth information pertaining to unvested stock awards of executive employees of Parallax for the last fiscal year ended.  Stock AwardsNAME
     
     Number of Shares or Units of Stock That Have Not Vested
(#)
     
     
     Market Value of Shares or Units of Stock That Have Not Vested
($)
     
     
     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
     
     
     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)J. Michael Redmond
     
     
     0
     
     
     
     0
     
     
     
     0
     
     
     
     0
     Compensation Committee  Our board of directors has established a Compensation Committee, comprised of Mr. E. William Withrow, Jr. and Dr. Jorn Gorlach.  All of the members of our Compensation Committee are independent directors. Our Compensation Committee is authorized, among other duties and powers to:  
     
     review and recommend the compensation arrangements for management, including the compensation for our chief executive officer;
  
     
     establish and review general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals;
     
     
     review at least annually our policy regarding the frequency and schedule for equity awards to employee and directors and make recommendations to the board of directors of such changes as the Compensation Committee deems appropriate; and
  
     
     annually review the compensation of directors and submit any recommendations for changes thereto to the board of directors.
  ITEM 12.
     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  The following table sets forth, as of April 15,2011, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.  Name and Address
     
     Amount and Nature of
Beneficial Ownership
     
     Percentage of ClassMontecito Bio Sciences, Ltd.
1327 Ocean Avenue, Suite M
Santa Monica, California 90401
     
     21,000,000
     
     75%J. Michael Redmond (1)
10 Canterbury Rd.
Windham, New Hampshire 03087
     
     125,000
     
     0.4%All officers, directors, and beneficial owners as a group
     
     21,125,000
     
     75.4%
  (1)The person listed is an officer and/or director of the Company  ITEM 13.
     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Edward W. Withrow III, Dr. Jorn Gorlach and E. William Withrow Jr. are presently directors of the Company and are also directors of Montecito Bio Sciences, Ltd., which is the majority and controlling shareholder of the Company.  Edward W. Withrow III is also the CEO of Montecito Bio Sciences, Ltd.  On September 10, 2010, Roth Kline, Inc. (n/k/a Parallax) entered into an Assignment Agreement of Intellectual Property (Assignment Agreement) and a License Agreement of Intellectual Property (License Agreement) with Montecito Bio Sciences, Ltd. The agreements, collectively, contain a financial commitment by Parallax to Montecito Bio Sciences, Ltd. in the amount of $1,500,000.  Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.  ITEM 14.
     PRINCIPAL ACCOUNTING FEES AND SERVICES
  The following table sets forth the aggregate fees billed to us by the Companys independent registered public accounting firm, for fiscal year ended December 31, 2010:
     2010Audit Fees (1)
     
     $
     7,000Audit Related Fees (2)Tax Fees (3)All Other Fees (4)Total Fees paid to auditor
     
     $
     7,000
  (1) Audit fees consist of fees billed for professional services rendered for the audit of the Companys annual financial statements and review of the interim financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.  (2) Audit-Related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys consolidated financial statements and are not reported under "Audit Fees".  (3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.  (4) There were no fees that were classified as All Other Fees as of the fiscal year ended December 31, 2010.  As the Company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company does not have a formal audit committee, the Company does not have audit committee pre-approval policies and procedures.   PART IV  ITEM 15.
     EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a)          1.           The information required by this item is included in Item 8 of Part II of this annual report.  2.           The information required by this item is included in Item 8 of Part II of this annual report.  3.           Exhibits: See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.  (b)
     Exhibits. See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.
  (c)
     Not applicable.
     INDEX TO EXHIBITS   Exhibit                  Description  2.1*                        Share Exchange Agreement, by and among ABC Acquisition Corp 1502, Amersey Investments, LLC, Parallax Diagnostics, Inc., and its sole shareholder, entered into on March 31, 2011
     2.2*                        Articles of Merger  3.1*                        Articles of Incorporation  3.2*                        Certificate of Amendment to Articles of Incorporation  3.3*                        Amended and Restated Bylaws  10.1*                      Agreement of the Assignment of Intellectual Property, by and among Roth Kline, Inc. and Montecito Bio Sciences, Ltd., entered into on September 10, 2010  10.2*                      Agreement of the License of Intellectual Property, by and among Roth Kline, Inc. and Montecito Bio Sciences, Ltd., entered into on September 10, 2010  10.3*                      Confidential Settlement Agreement and Mutual Release of Claims, by and among, Roth Kline, Inc. and Prominence Capital, LLC, entered into on September 30, 2010  10.4*                      Convertible Promissory Note, by and among Roth Kline, Inc. and Prominence Capital, LLC, entered into on September 30, 2010  10.5*                      Employment Agreement, by and among J. Michael Redmond and Roth Kline, Inc., entered into on November 15, 2010  10.6*                      Consulting Agreement, by and among Dr. Roger Morris and Roth Kline, Inc., entered into on November 30, 2010  10.7*                      Option Agreement, by and among Dr. Roger Morris and Roth Kline, Inc., entered into on November 30, 2010  10.8*                      Consulting Agreement, by and among, Michael Contarino and Roth Kline, Inc., entered into on November 30, 2010  10.9*                      Option Agreement, by and among, Michael Contarino and Roth Kline, Inc., entered into on November 30, 2010  10.10*                   Consulting Agreement, by and among Dr. David Starke and Parallax Diagnostics, Inc., entered into on January 10, 2011  10.11*                   Option Agreement, by and among Dr. David Starke and Parallax Diagnostics, Inc., entered into on January 10, 2011  10.12*                   Consulting Agreement, by and among Ricky Richardson and Parallax Diagnostics, Inc., entered into on February 1, 2011  10.13*                   Option Agreement, by and among Ricky Richardson and Parallax Diagnostics, Inc., entered into on February 1, 2011  10.14*                   Consulting Agreement, by and among Grant Park Global, LLC and Parallax Diagnostics, Inc., entered into on February 1, 2011  10.15*                   Option Agreement, by and among Grant Park Global, LLC and Parallax Diagnostics, Inc., entered into on February 1, 2011  10.16*                   Consulting Agreement, by and among Kunin Business Consulting and Parallax Diagnostics, Inc., entered into on February 1, 2011
     10.17*                   Option Agreement, by and among Norman Kunin and Parallax Diagnostics, Inc. entered into on February 1, 2011  10.18*                   Employee Stock Option Plan of Roth Kline, Inc.  10.19*                   Option Agreement, by and among J. Michael Redmond and Roth Kline, Inc., entered into on October 31, 2010  23.1                        Auditor Consent  31.1Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended  31.2                        Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended  32.1                        Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002  32.2                        Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.   *Included in Previous Filed Reporting Documents             SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Parallax Diagnostics, Inc.Dated:April 15, 2011
     By:
     /s/J. Michael RedmondJ. Michael RedmondCEO, President, and Director
        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures
     
     Title(s)
     
     Date/s/ J. Michael Redmond
     
     President and Chief Executive Officer (principal executive officer), Director
     
     April 15, 2011J. Michael Redmond/s/ Normin A. Kunin
     
     Chief Financial Officer (principal financial officer and principal accounting officer)
     
     April 15, 2011Normin A. Kunin/s/ Edward W. Withrow III
     
     Director
     
     April 15, 2011Edward W. Withrow III/s/ Dr. Jorn Gorlach
     
     Director
     
     April 15, 2011Dr. Jorn Gorlach/s/ E. William Withrow Jr.
     
     Director
     
     April 15, 2011E. William Withrow Jr./s/ Anand Kumar
     
     Director
     
     April 15, 2011Anand Kumar